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EXHIBIT 5.01
August 31, 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 August 31, 2000 in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate of 77,671 shares
of the Company's Common Stock (the "SHARES") subject to issuance by the Company
upon exercise of certain options outstanding as of August 31, 2000 under
Registrant's 2000 Equity Incentive Plan, such options issued by Registrant in
exchange for options assumed by Registrant in connection with Registrant's
acquisition of ABT Corporation.
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 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 that was prepared by the Company and dated August 30, 2000,
verifying the number of such issued and outstanding securities;
(7) 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 Shares 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.
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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 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 Shares, the Registration Statement will
have been declared effective under the Securities Act of 1933, as amended, that
the registration will apply to such Shares 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 Shares.
Based upon the foregoing, it is our opinion that the 77,671 Shares subject
to issuance by the Company upon exercise of certain stock options granted under
the Company's 2000 Equity Incentive Plan, when issued and sold in accordance
with the Plan and stock option or purchase agreements entered into or to be
entered into thereunder, and in the manner referred to in the relevant
Prospectus associated with 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 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 Shares and is not to be relied upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
By: /s/ Jeffrey R. Vetter
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Jeffrey R. Vetter, a partner
