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EXHIBIT 5.1
November 14, 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 November 14, 2000
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, an aggregate of 8,500,000 additional shares
of your Common Stock (the "Shares") reserved for issuance pursuant to the 1999
Nonstatutory Stock Option Plan (the "Plan"). 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 Commerce One under the Plan.
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
