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Exhibit 5.1
FOLEY, HOAG & ELIOT LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109-2170
TELEPHONE 617-832-1000 1747 PENNSYLVANIA AVE., N.W.
FACSIMILE 617-832-7000 WASHINGTON, D.C. 20006
http://www.fhe.com TEL: 202-223-1200
FAX: 202-785-6687
June 27, 2000
CENTRA SOFTWARE, INC.
430 Bedford Street
Lexington, MA 02420
Ladies and Gentlemen:
We have acted as counsel for Centra Software, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-8 (the "Registration Statement") relating
to the offering by the Company of 6,421,364 shares (the "Shares") of its common
stock, $.001 par value, issuable pursuant to the Centra Software, Inc. 1995
Stock Plan, as amended (the "1995 Plan"), the Centra Software, Inc. 1999 Stock
Incentive Plan (the "Incentive Plan"), the Centra Software, Inc. 1999 Director
Stock Option Plan (the "Director Plan"), and the Centra Software, Inc. 1999
Employee Stock Purchase Plan (the "Stock Purchase Plan" and collectively, the
"Plans").
In arriving at the opinions expressed below, we have examined and
relied on the following documents:
(i) the Registration Statement;
(ii) a copy of each of the Plans;
(iii) the Certificate of Incorporation of the Company, as amended
as of the date hereof;
(iv) the By-Laws of the Company, as amended as of the date hereof;
and
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(v) the records of meetings and consents of the Board of Directors
and stockholders of the Company provided to us by the Company.
In addition, we have examined and relied on the originals or copies
certified or otherwise identified to our satisfaction of all such other records,
documents and instruments of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinions expressed below. We have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity to the original documents of all documents submitted to us as
certified or photostatic copies.
We express no opinion other than as to the General Corporation Law of
the State of Delaware.
Based upon the foregoing, we are of the opinion that:
1. The Company has the corporate power necessary for the issuance
of the Shares under the Plans, as contemplated by the
Registration Statement.
2. The Shares have been duly authorized and, when issued against
payment of the agreed consideration therefor in accordance
with the respective exercise prices therefor as described in
each of the Plans, will be validly issued, fully paid and
non-assessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By /s/ William R. Kolb
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A Partner
