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EXHIBIT 5.1
Evolve Software, Inc.
615 Battery Street
San Francisco, California 94111
Re: Registration Statement on Form S-1
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed by you with
the Securities and Exchange Commission ("SEC") on March 21, 2000 (Registration
No. 333-32796), as amended by Amendment No.1 thereto filed with the SEC on March
22, 2000 and Amendment No. 2 thereto filed with the SEC on June 26, 2000 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of up to 5,000,000 shares of your Common
Stock, par value $.001 per share (the "Shares"). The Shares include an over-
allotment option granted to the underwriters of the offering to purchase 750,000
shares. We understand that the Shares are to be sold to the underwriters of the
offering for resale to the public as described in the Registration Statement.
As your legal counsel, 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, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, including the proceedings being taken in order to permit such
transaction to be carried out in accordance with applicable state securities
laws, the Shares, 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, fully
paid and nonassessable.
We are members of the Bar of the State of California only and express no
opinion as to any matter relating to the laws of any jurisdiction other than the
laws of the State of California and the federal laws of the United States.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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/s/ WILSON SONSINI GOODRICH & ROSATI
