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EXHIBIT 5.01
November 17, 2000
Niku Corporation
305 Main Street
Redwood City, California 94063
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "REGISTRATION STATEMENT") to be filed by Niku Corporation, a Delaware
corporation (the "COMPANY"), with the Securities and Exchange Commission (the
"COMMISSION") on or about November 17, 2000 in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate 1,800,000 shares
of the Company's Common Stock (the "SHARES") issued pursuant to restricted stock
purchase agreements and 2,600,000 shares of the Company's Common Stock (the
"OPTION SHARES") subject to issuance by the Company upon exercise of certain
options or grants to be granted or issued by the Company under the 2000 Stock
Incentive Plan (the "PLAN"). The Shares and the Option Shares are collectively
referred to herein as the "STOCK." The Shares may be sold on a delayed or
continuous basis, as set forth in the Registration Statement and associated
prospectuses and prospectus supplements, only by certain selling security
holders named in the Registration Statement and the associated prospectuses and
prospectus supplements (the "SELLING STOCKHOLDERS").
In rendering this opinion, we have examined the following:
(1) the Company's Amended and Restated Certificate of Incorporation
filed with the Delaware Secretary of State on March 3, 2000;
(2) the Company's Amended and Restated Bylaws, amended as of March
6, 2000;
(3) 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 that are in our possession;
(4) the Registration Statement, together with the exhibits filed as
a part thereof;
(5) the prospectus prepared in connection with the Registration
Statement (the "PROSPECTUS");
(6) a Management Certificate addressed to us and dated of even date
herewith executed by the Company 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 and completeness of all documents submitted
to us as originals, the conformity to originals and completeness 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 will be, when issued, 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
concerning the application or effect of the laws of any jurisdiction other than,
the existing laws
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of the United States of America, of the State of California and, with respect to
the validity of corporate action and the requirements for the issuance of stock,
of the State of Delaware.
In connection with our opinion expressed below, we have assumed that, at
or prior to the time of the delivery of the Stock, the Registration Statement
will have been declared effective under the Securities Act of 1933, as amended,
that the registration will apply to such Stock and will not have been modified
or rescinded and that there will not have occurred any change in law affecting
the validity or enforceability of the Stock.
The Company has informed us that the Selling Stockholders may offer and
sell the Shares from time to time on a delayed or continuous basis. This opinion
is limited to the laws, including the rules and regulations, as in effect on the
date hereof. We undertake no responsibility to monitor the Company's or the
Selling Stockholder's future compliance with applicable laws, rules or
regulations of the Commission or other governmental body. We also assume the
Company will timely file any and all supplements to the Registration Statement
and Prospectus as are necessary to comply with applicable laws in effect from
time to time.
Based upon the foregoing, it is our opinion that the 4,400,000 shares of
Stock that may be offered and sold by the Selling Stockholders or issued and
sold upon the exercise of stock options or grants to be granted or issued under
the Plan, as the case may be, pursuant to the Registration Statement are 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 all references to us, if any, in the
Registration Statement, the 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 the offer and
sale of the Stock and is not to be relied upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
By:/s/ Dennis R. Debroeck
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Dennis R. DeBroeck, a partner
