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EXHIBIT 5.1
January 4, 2001
Persistence Software, Inc.
1720 South Amphlett Blvd., Third Floor
San Mateo, CA 94402
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") filed by you with the Securities and Exchange Commission (the
"Commission") on January 4, 2001 in connection with the registration under the
Securities Act of 1933, as amended, of a total of 5,392,697 shares of your
Common Stock (the "Shares") reserved for issuance under the 1997 Stock Plan and
the 1999 Employee Stock Purchase Plan. As your counsel in connection with this
transaction, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and issuance
of the Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement will be legally and validly issued,
fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
/s/ VENTURE LAW GROUP
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VENTURE LAW GROUP
A Professional Corporation
