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EXHIBIT 5.1
OPINION OF DAVIS POLK & WARDWELL
December 19, 2000
Re: Amendment No. 1 to Registration Statement on Form S-8
NETIQ Corporation
3553 North First Street
San Jose, CA 95134
Ladies and Gentlemen:
We have examined Amendment No. 1 to the Registration Statement on Form
S-8 to be filed by you with the Securities and Exchange Commission on December
19, 2000 (as such may thereafter be amended or supplemented, the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 5,791,668 shares of your Common Stock, $0.001 par value
(the "Shares"), of which 4,541,668 shares are reserved for future issuance under
the Amended and Restated 1995 Stock Plan and 1,250,000 shares are reserved for
future issuance under the Company's 1999 Employee Stock Purchase Plan. As your
legal counsel, 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 completion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, the Shares, when issued and sold in the manner described in the
Registration Statement and in accordance with the resolutions adopted by the
Board of Directors of the Company, will be legally and validly issued, fully
paid and nonassessable.
We consent to the use of this opinion as exhibit 5.1 to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Very truly yours,
/s/ DAVIS POLK & WARDWELL
