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EXHIBIT 5.1
OPINION OF BROBECK, PHLEGER AND HARRISON, LLP
November 9, 2000
Portal Software, Inc.
10200 South De Anza Boulevard
Cupertino, California 95014
Re: Portal Software, Inc. Registration Statement
on Form S-3 for Resale of 7,500,000 Shares
of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Portal Software, Inc., a Delaware corporation
(the "Company"), in connection with the proposed issuance and sale by the
Company of up to 7,500,000 shares of the Company's Common Stock (the "Shares")
pursuant to the Company's Registration Statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act").
This opinion is being furnished in accordance with the requirements of Item
16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the original issuance and
sale of the Shares. Based on such review, we are of the opinion that the Shares
are duly authorized and validly issued, and to our knowledge, fully paid and
nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder,
or Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or
the Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
