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EXHIBIT 5.1
[LETTERHEAD OF LOCKE LIDDELL & SAPP LLP]
November 2, 2000
Carreker Corporation
4055 Valley View Lane, Suite 1000
Dallas, Texas 75524
Re: Registration Statement on Form S-3
Dear Sirs:
We have acted as counsel for Carreker Corporation, a Delaware
corporation (the "Company"), in connection with the registration of up to
575,000 additional shares of the Company's Common Stock, par value $.01 per
share (the "Additional Shares") pursuant to the Registration Statement, as
amended, on Form S-3 (Reg. No. 333-47160) which was declared effective on
November 2, 2000 (the "Original Registration Statement"), and the
Registration Statement (the "Rule 462 (b) Registration Statement") filed on
the date hereof under Rule 462 (b) of the Securities Act of 1933, as amended,
which incorporates the Original Registration Statement by reference (the
Original Registration Statement and the Rule 462 (b) Registration Statement
referred to collectively as the "Registration Statement"). We have examined
such documents and questions of law as we have deemed necessary to render the
opinion expressed below.
Based upon the foregoing, we are of the opinion that the Additional
Shares, when issued and sold as described in the Registration Statement, will
be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the prospectus
under the caption "Legal Matters." In giving this consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Sincerely,
LOCKE LIDDELL & SAPP LLP
By: /s/ John B. McKnight
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John B. McKnight
