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Exhibit 5.1
GUNDERSON DETTMER STOUGH
VILLENEUVE FRANKLIN & HACHIGIAN, LLP
155 CONSTITUTION DRIVE
MENLO PARK, CALIFORNIA 94025
TELEPHONE (650) 321-2400 FACSIMILE (650) 321-2800
July 26, 2000
Selectica, Inc.
3 West Plumeria Drive
San Jose, CA 95134
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 (File No.
333-41968) originally filed by Selectica, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") on July 21, 2000, as
thereafter amended or supplemented (the "Registration Statement"), in
connection with the registration under the Securities Act of 1933, as amended,
of up to 4,000,000 shares of the Company's Common Stock (the "Shares"). The
Shares, which include an over-allotment option granted by certain stockholders
of the Company to the Underwriters to purchase up to 600,000 additional shares
of the Company's Common Stock, are to be sold to the Underwriters by the
Company as described in the Registration Statement for resale to the public. 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 the Shares being sold by the Company, 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, nonassessable and, to our
knowledge, full paid.
We consent to the use of this opinion as an exhibit to said Registration
Statement and further consent to the use of our name wherever appearing in said
Registration Statement, including the prospectus constituting a part thereof,
and in any amendment or supplement thereto.
Very truly yours,
Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
