EXHIBIT 5.1
Borden Ladner Gervais LLP
Lawyers * Patent & Trade-Mark
Agents
1200 Waterfront Centre
200 Burrard Street, P.O. Box 48600
Vancouver, B.C., Canada V7X 1T2
tel: (604) 687-5744 fax: (604) 687-1415
www.blgcanada.com
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October 23, 2000
Pivotal Corporation
300 - 224 West Esplanade
North Vancouver, B.C.
V7M 3M6
Dear Sirs/Mesdames:
Pivotal Corporation Registration Statement on Form F-3
We have acted as Canadian counsel to Pivotal Corporation (the "Company") in
connection with a Registration Statement on Form F-3 (the "Registration
Statement") filed with the United States Securities and Exchange Commission by
the Company relating to the registration under the United States Securities Act
of 1933, as amended (the "Act"), of 2,459,551 previously issued common shares of
the Company (the "Common Shares").
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of the Memorandum and Articles of the Company and resolutions
of the directors of the Company with respect to the matters referred to herein.
We have also examined such certificates of public officials, officers of the
Company, corporate records and other documents as we have deemed relevant and
necessary as a basis for the opinion expressed below. In our examination of such
documents, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity to authentic
original documents of all documents submitted to us as certified or conformed
copies or as facsimile transmissions.
Our opinions herein are limited to the laws of British Columbia and the
federal laws of Canada applicable therein.
Based upon and subject to the foregoing, we are of the opinion that the
Common Shares are validly issued as fully paid and non-assessable common shares
in the capital of the Company.
Consent is hereby given to the use of our name in the Registration
Statement and to the filing, as an exhibit to the Registration Statement, of
this opinion. In giving such consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Act.
Yours truly,
/s/ Borden Ladner Gervais LLP
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Borden Ladner Gervais LLP is an Ontario Limited Liability Partnership
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