EXHIBIT 5.1
OPINION OF GLEISS LUTZ HOOTZ HIRSCH
[Letterhead of Gleiss Lutz Hootz Hirsch]
October 5, 2000
Brokat Aktiengesellschaft
Management Board
Industriestrasse 3
70565 Stuttgart
Ladies and Gentlemen:
We have acted as counsel to Brokat Aktiengesellschaft, a German corporation (the
"Company"), in connection with the Agreement and Plan of Merger concluded
between the Company and Blaze Software, Inc., a Delaware corporation ("Blaze")
(the "Agreement"). This opinion is being furnished in connection with the
Registration Statement on Form S-8 of the Company (the "Registration Statement")
covering shares of the Company (the "Option Shares") to be issued pursuant to
options ("Options") granted by Blaze. The Option Shares consist of Shares (as
hereinafter defined) that were issued under the Agreement to a trust established
for the purpose of funding the exercise of Options.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Agreement (ii) the Articles of Association of the Company; (iii) the
Registration Statement; (iv) resolutions of the management board and supervisory
board of the Company approving the capital increase to enable the Company to
issue new shares in the Company (the "Shares") to shareholders of Blaze and the
certificate of subscription for the Shares; (vi) the entry of the Company in the
commercial register of the Amtsgericht Stuttgart; and (vii) such other documents
as we have deemed necessary or appropriate as a basis for the opinions set forth
below.
In our examination of documents, we have assumed that (i) all documents
submitted to us are authentic originals or, if submitted as photocopies, that
they faithfully reproduce the originals thereof; (ii) all such documents have
been or will be duly executed to the extent required; (iii) all representations
and statements set forth in such documents are true and correct; (iv) any
representation or statement made as a belief or made "to the knowledge of," or
similarly qualified is correct and accurate without such qualification; and (v)
all obligations imposed by any such documents on the parties thereto have been
or will be performed or satisfied in accordance with their terms.
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Based upon and subject to the foregoing, we are of the opinion that the Option
Shares were validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the laws of the Federal Republic of Germany
and we do not express any opinion as to the laws of any other jurisdiction. This
opinion is delivered to you solely in connection with the Registration Statement
and may not be used, circulated, quoted or otherwise referred to or relied upon
for any other purpose by any other person or entity without our express prior
written permission. We consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Dr. Andreas Diem
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Dr. Andreas Diem
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