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EXHIBIT 5.1
OPINION OF VENTURE LAW GROUP, A PROFESSIONAL CORPORATION
January 3, 2001
Brio Technology, Inc.
4980 Great America Parkway
Santa Clara, CA 95054
REGISTRATION STATEMENT ON FORM S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") filed by you with the Securities and Exchange Commission (the
"Commission") on or about January 4, 2001 in connection with the registration
under the Securities Act of 1933, as amended, of a total of 7,612,087 shares of
your Common Stock reserved for issuance under the 1998 Stock Option Plan (the
"Plan") and a total of 18,182 shares of your Common Stock reserved for issuance
under the Chief Executive Officer Stock Grant (the "Grant") (collectively, the
"Shares"). As your counsel in connection with this transaction, we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by you in connection with the sale and issuance of the Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Plan, and for those Shares issued and sold pursuant to the
Grant, when issued and sold in accordance with the Grant, will be legally and
validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any amendment thereto.
Sincerely,
/s/ VENTURE LAW GROUP
