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[LETTERHEAD]
August 1, 2000
click2learn.com, inc.
110-110th Avenue NE
Bellevue, Washington 98004
Re: Registration Statement on Form S-8 of Shares of Common Stock,
Par Value $0.01 Per Share, of click2learn.com, inc.
Ladies and Gentlemen:
We have acted as counsel to click2learn.com, inc. (the "Company") in
connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), which the Company is filing with the Securities and Exchange
Commission with respect to up to 1,500,000 shares of Common Stock, par value
$0.01 per share, which may be issued under the Company's 1998 Equity
Incentive Plan. (the "Plan").
We have examined the Registration Statement and such documents and
records of the Company and other documents as we have deemed relevant and
necessary for the purpose of this opinion. In giving this opinion, we are
assuming the authenticity of all instruments presented to us as originals,
the conformity with originals of all instruments presented to us as copies
and the genuineness of all signatures.
Based on and subject to the foregoing, we are of the opinion that any
original issuance shares that may be issued under the Plan have been duly
authorized and that, upon the due execution by the Company and the
registration by its registrar of such shares, the issuance thereof by the
Company in accordance with the terms of the Plan and the receipt of
consideration therefor in accordance with the terms of the Plan, such shares
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Perkins Coie LLP
