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EXHIBIT 5.1
July 18, 2000
Commerce One, Inc.
4440 Rosewood Drive
Pleasanton, CA 94588
RE: COMMERCE ONE, INC. REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
you with the Securities and Exchange Commission ("SEC") on July 18, 2000 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of up to 6,320,628 shares of your Common
Stock (the "Shares"). As your legal counsel, we have examined the proceedings
taken, and are familiar with the proceedings proposed to be taken, by you in
connection with the sale of the Shares.
It is our opinion that the Shares, when sold in the manner described
in the Registration Statement, will be 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 the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
