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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LADNER
GERVAIS
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July 20, 2000
Pivotal Corporation
300 - 224 West Esplanade
North Vancouver, B.C.
V7M 3M6
Dear Sirs/Mesdames:
Pivotal Corporation Registration Statement on Form S-8
We have acted as Canadian counsel to Pivotal Corporation (the "Company") in
connection with the issue by the Company of up to 300,000 common shares of the
Company (the "Option Shares") pursuant to the Simba Technologies Inc. Incentive
Stock Option Plan, as amended (the "Option Plan").
We have also acted as Canadian counsel to the Company in connection with a
Registration Statement on Form S-8 (the "Registration Statement") filed with the
United States Securities and Exchange Commission by the Company relating to the
registration of the Option Shares under the United States Securities Act of
1933, as amended (the "Act").
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 necessary as a
basis for the opinion expressed below. In our examination of such documents, we
have assumed the authenticity of all documents submitted to us as certified
copies or facsimiles thereof. We have also relied upon the resolutions of the
board of directors of the Company as to the adequacy of the consideration
received by the Company for the issue of the Shares.
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 upon
the valid exercise of options duly issued under the Option Plan and receipt of
payment in full for the Option Shares in respect of which such stock options
have been exercised, the Option Shares so paid for will be validly issued as
fully paid and non-assessable shares in the capital of the Company.
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Borden Ladner Gervais LLP is an Ontario Limited Liability Partnership
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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
