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PILLSBURY MADISON & SUTRO LLP
2550 Hanover Street
Palo Alto, CA 94304-1115
Telephone: (650) 233-4500
Fax: (650) 233-4545
September _, 2000
Docent, Inc.
2444 Charleston Road
Mountain View, California 94043
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We are acting as counsel for Docent, Inc., a Delaware corporation (the
"Company"),in connection with the registration under the Securities Act of
1933, as amended, of 9,200,000 shares of Common Stock, par value $0.001 per
share (the "Common Stock"), of the Company, all of which are authorized but
heretofore unissued shares to be offered and sold by the Company (including
1,200,000 shares subject to the underwriters' over-allotment option). In this
regard we have participated in the preparation of a Registration Statement on
Form S-1 (Registration No. 333-34546) relating to such 9,200,000 shares of
Common Stock. (Such Registration Statement, as amended, and including any
registration statement related thereto and filed pursuant to Rule 462(b) under
the Securities Act (a "Rule 462(b) registration statement") is herein referred
to as the "Registration Statement.")
We are of the opinion that the shares of Common Stock to be offered and sold
by the Company (including any shares of Common Stock registered pursuant to a
Rule 462(b) registration statement) have been duly authorized and, when issued
and sold by the Company in the manner described in the Registration Statement
and in accordance with the resolutions adopted by the Board of Directors of the
Company, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.
Very truly yours,
/s/ Pillsbury Madison & Sutro LLP
