<PAGE> 1
EXHIBIT 5.01
June 1, 2000
Broadbase Software, Inc.
172 Constitution Drive
Menlo Park, California 94025
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "REGISTRATION STATEMENT") to be filed by Broadbase Software, Inc., a
Delaware corporation (the "COMPANY"), with the Securities and Exchange
Commission (the "COMMISSION") on or about June 2, 2000 in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
3,000,000 shares of the Company's common stock (the "STOCK"), subject to
issuance by the Company upon the exercise of options granted or to be granted
under the Company's 2000 Stock Incentive Plan (the "PLAN").
In rendering this opinion, as to questions of fact, we have examined the
following:
(1) the Company's Certificate of Incorporation, as filed with the
Delaware Secretary of State on June 28, 1999; the Certificate of
Amendment of the Company's Certificate of Incorporation, as filed
with the Delaware Secretary of State on July 30, 1999; the
Company's Certificate of Designation, as filed with the Delaware
Secretary of State on September 10, 1999; and the Company's
Certificate of Retirement, as filed with the Delaware Secretary
of State on November 3, 1999;
(2) the Company's Bylaws, as adopted by the Company on July 2, 1999;
(3) the Registration Statement, together with the exhibits filed as a
part thereof or incorporated therein by reference;
(4) the prospectus prepared in connection with the Registration
Statement (the "PROSPECTUS");
(5) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in the
Company's minute books and the minute books of your successor,
BroadBase Information Systems, Inc., a California corporation
("BROADBASE CALIFORNIA"), that are in our possession;
(6) the stock records for both the Company and Broadbase California
that the Company has provided to us (consisting of a certificate
from the Company's transfer agent of even date herewith verifying
the number of the Company's issued and outstanding shares of
capital stock as of the date hereof and a summary report of
currently outstanding options and warrants to purchase the
Company's capital stock and stock reserved for issuance upon the
exercise of options and warrants to be granted in the future,
included in the Management Certificate referenced in (8) below
and dated as of the date hereof, verifying
<PAGE> 2
the number of such issued and outstanding securities);
(7) the 2000 Plan, together with the related stock option and
employee stock purchase agreements; and
(8) a Management Certificate executed by the Company, addressed to us
and dated of even date herewith, containing certain factual and
other representations.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the legal capacity of all persons executing the same, the lack of any
undisclosed termination, modification, waiver or amendment to any document
reviewed by us and the due authorization, execution and delivery of all
documents where due authorization, execution and delivery are prerequisites to
the effectiveness thereof. We have also assumed that the certificates
representing the Stock, when issued, will be properly signed by authorized
officers of the Company or their agents.
As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information obtained from records and
documents referred to above. We have made no independent investigation or other
attempt to verify the accuracy of any of such information or to determine the
existence or non-existence of any other factual matters; however, we are not
aware of any facts that would cause us to believe that the opinion expressed
herein is not accurate.
We are admitted to practice law in the State of California, and we
render this opinion only with respect to, and express no opinion herein with
concerning the application or effect of the laws of any jurisdiction other than,
the existing laws of the United States of America, the State of California and,
with respect to the validity of corporate action and the requirements for the
issuance of Stock, the State of Delaware.
Based upon the foregoing, it is our opinion that the 3,000,000 shares of
Stock that may be issued and sold by the Company upon the exercise of stock
options granted or to be granted under the 2000 Plan, when issued, sold and
delivered in accordance with the 2000 Plan and the applicable stock option and
purchase agreements entered into or to be entered into thereunder and in the
manner and for the consideration stated in the Registration Statement and the
Prospectus, will be validly issued, fully paid and nonassessable.
<PAGE> 3
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, each Prospectus constituting a part thereof and any
amendments thereto. This opinion speaks only as of its date and we assume no
obligation to update this opinion should circumstances change after the date
hereof. This opinion is intended solely for use in connection with issuance and
sale of the Stock subject to the Registration Statement and is not to be relied
upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
By: /s/ DAVID K. MICHAELS
----------------------------
David K. Michaels, a partner
