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EXHIBIT 5.1
VENTURE LAW GROUP
A PROFESSIONAL CORPORATION
2800 SAND HILL ROAD
MENLO PARK, CA. 94025
August 1, 2000
Accrue Software, Inc.
48634 Milmont Drive
Fremont, CA 94538-7353
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on or about August 1, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 1,666,667 shares of your
Common Stock (the "Shares"). As your legal counsel, we have examined the
proceedings taken in connection with the sale of the Shares to the Selling
Stockholder and are familiar with the proceeding proposed to be taken by you,
and the Selling Stockholder in connection with the sale of the Shares under the
Registration Statement.
It is our opinion that the Shares are legally and validly issued, fully
paid and nonassessable and when resold in the manner referred to in the
Registration Statement, the Shares will be legally and validly issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name whenever it appears in the
Registration Statement and any amendments to it.
Sincerely,
VENTURE LAW GROUP
A Professional Corporation
/s/ VENTURE LAW GROUP
JVB
