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[Cooley Opinion]
July 27, 2000 Exhibit 5.1
Blue Martini Software, Inc.
2600 Campus Drive,
San Mateo, California 94403
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Blue Martini Software, Inc., a Delaware corporation (the
"Company"), of a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission covering the offering of
up to an aggregate of 18,707,567 shares of the Company's Common Stock, $.001
par value (the "Shares"), pursuant to its 2000 Equity Incentive Plan, its 2000
Non-employee Directors' Stock Option Plan and its 2000 Employee Stock Purchase
Plan (the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, the Company's Restated Certificate of Incorporation and
Amended and Restated By-laws, and such other documents, records, certificates,
memoranda and other instruments as we deem necessary as a basis for this
opinion. We have assumed the genuineness and authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies thereof, and the due execution and delivery of all
documents, where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Equity Incentive
Plan, Directors' Plan and Purchase Plan, the Registration Statement and related
Prospectus, will be validly issued, fully paid, and nonassessable (except as to
shares issued pursuant to certain deferred payment arrangements, which will be
fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ Eric C. Jensen
____________________________
Eric C. Jensen
