EXHIBIT 5.1
[SKADDEN, ARPS, SLATE, MEAGHER, & FLOM LLP LETTERHEAD]
September 18, 2000
Net Perceptions, Inc.
7700 France Avenue South
Edina, Minnesota 55435
Re: Net Perceptions, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel for you in connection with the
preparation of the registration statement on Form S-3 (as amended, the
"Registration Statement") filed by you with the Securities and Exchange
Commission (the "Commission") on September 18, 2000, under the Securities
Act of 1933, as amended (the "Securities Act"). The Registration Statement
relates to the sale from time to time by the Selling Stockholders (as
defined in the Registration Statement), pursuant to Rule 415 of the General
Rules and Regulations of the Commission promulgated under the Securities
Act, of up to 1,845,519 shares (the "Shares") of common stock, par value
$.0001 per share (the "Common Stock"), of Net Perceptions, Inc., a Delaware
corporation (the "Company"), issued pursuant to the Agreement and Plan of
Merger, dated as of January 15, 2000, as amended February 3, 2000, by and
among the Company, Kentucky Acquisition Corporation and Knowledge Discovery
One, Inc. (the "Merger Agreement").
This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of: (i) a
copy of the Registration Statement as filed with the Commission; (ii) an
executed copy of the Merger Agreement; (iii) a specimen certificate
representing the Common Stock (the "Specimen Certificate"); (iv) the
Amended and Restated Certificate of Incorporation of the Company, as
amended and currently in effect; (v) the Amended and Restated Bylaws of the
Company, as currently in effect; and (vi) certain resolutions of the Board
of Directors of the Company relating to, among other things, the issuance
of the Shares in the manner contemplated by the Merger Agreement and
certain related matters.
We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and such
agreements, certificates or records of public officials, certificates of
officers or other representatives of the Company and such other documents,
certificates and records as we have deemed necessary or appropriate as a
basis for the opinion set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such copies. In
making our examination of executed documents, we have assumed that the
parties thereto, other than the Company, had or will have the power,
corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such
documents and the validity, enforceability and binding effect thereof on
such parties. As to any facts material to the opinions expressed herein
which were not independently established or verified, we have relied upon
oral or written statements and representations of officers and other
representatives of the Company and others.
We have also assumed that the certificates representing the Shares
conform to the Specimen Certificate and were signed manually or by
facsimile by the officers of the Company indicated on the Specimen
Certificate and by one of the authorized officers of the transfer agent and
registrar for the Common Stock and were registered by such transfer agent
and registrar.
Members of our firm are admitted to the bar in the Commonwealth of
Massachusetts, and we do not express any opinion as to the laws of any
jurisdiction other than the General Corporation Law of the State of
Delaware, and we express no opinion as to the effect of any other laws on
the opinions stated herein.
Based upon and subject to the foregoing, we are of the opinion that
the issuance of the Shares has been duly authorized, and such Shares are
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the prospectus
which constitutes a part of the Registration Statement. In giving this
consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
