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EXHIBIT 5.1
September 20, 2000
Commerce One, Inc.
4440 Rosewood Drive
Pleasanton, CA 94588
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission on or about September 20,
2000 (the "Registration Statement") in connection with the registration under
the Securities Act of 1933, as amended, an aggregate of 6,147,388 shares of
your Common Stock (the "Shares") reserved for issuance pursuant to the AppNet
Systems, Inc. 1999 Stock Incentive Plan, AppNet Systems, Inc. 1998 Stock
Option and Incentive Plan, Internet Outfitters Inc. 1996 Incentive Stock
Option Plan and Century Computing, Incorporated Incentive Stock Option Plan
(the "Plans"). As your legal counsel, we reviewed the actions taken and
proposed to be taken by you and in connection with the proposed sale and
issuance of the Shares by the Registrant under the Plans.
It is our opinion that, upon completion of the actions being taken,
or contemplated by us as your counsel to be taken by you prior to the
issuance of the Shares pursuant to the Registration Statement, the Plans, and
upon completion of the actions 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 will be legally and validly issued,
fully paid and nonassessable.
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, including any Prospectus
constituting a part thereof, and any amendments thereto. This opinion may be
incorporated by reference in any abbreviated registration statement filed
pursuant to Item E under the general instructions to Form S-8 under the
Securities Act of 1933 with respect to the Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
