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Exhibit 5.1
ATTORNEYS AT LAW San Francisco, CA
415 693-2000
Five Palo Alto Square Menlo Park, CA
3000 El Camino Real 650 843-5000
Palo Alto, CA
94306-2155 San Diego, CA
Main 650 843-5000 619 550-6000
Fax 650 857-0663
Boulder, CO
www.cooley.com 303 546-4000
ERIC JENSEN Denver, CO
650 843-5049 303 606-4800
[email protected]
Kirkland, WA
425 893-7700
June 28, 2000
Blue Martini Software, Inc.
2600 Campus Drive, Suite 100
San Mateo, CA 94403
Ladies & Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Blue Martini Software, Inc. (the "Company") of a Registration
Statement on Form S-1 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") covering an underwritten public offering
of up to eight million six hundred twenty-five thousand (8,625,000) shares of
Common Stock (the "Common Stock").
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Amended and
Restated Certificate of Incorporation and Bylaws, as currently in effect, and
the originals or copies certified to our satisfaction of such records,
documents, certificates, memoranda and other instruments as in our judgment
are necessary or appropriate to enable us to render the opinion expressed
below and (ii) that the shares of Common Stock will be sold by the
Underwriters at a price established by the Pricing Committee of the Board of
Directors of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock, when sold and issued in accordance with the Registration
Statement and related Prospectus, will be validly issued, fully paid and non-
assessable.
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included on the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ Eric Jensen
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Eric Jensen
