<PAGE>
EXHIBIT 5.1
[Perkins Coie LLP Letterhead]
June 30, 2000
Primus Knowledge Solutions, Inc.
1601 Fifth Ave., Suite 1900
Seattle, WA 98101
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to you 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 you are filing with the
Securities and Exchange Commission with respect to up to 1,000,000 Shares of
Common Stock, par value $.025 per share, which may be issued under the Primus
Knowledge Solutions, Inc. 1999 Amended and Restated Nonofficer Employee Stock
Compensation Plan and 125,000 shares of Common Stock that may be issued pursuant
to the Stock Option Agreement dated May 31, 2000 between the Company and
Kristopher Klein (collectively, the "Shares").
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 upon and subject to the foregoing, we are of the opinion that any
original issuance of Shares that may be issued pursuant to the plans has been
duly authorized and that, upon the due execution by the Company and the
registration by its registrar of such Shares and the sale thereof by the Company
in accordance with the terms of the plans, and the receipt of consideration
therefor in accordance with the terms of the plans, 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
