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EXHIBIT 5.1
[COOLEY GODWARD LETTERHEAD]
July 25, 2000
Lightspan, Inc.
10140 Campus Point Drive
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Lightspan, Inc. (the "Company") of a Registration Statement
on Form S-1 (the "Re-Sale Registration Statement") with the Securities and
Exchange Commission, covering the registration of 1,872,513 shares of the Common
Stock, $.001 par value, of the Company (the "Shares") on behalf of certain
selling stockholders.
In connection with this opinion, we have examined the Re-Sale Registration
Statement and related prospectus, the Company's Certificate of Incorporation and
Bylaws, as amended, and such other documents, records, certificates, memoranda
and other instruments as we deem necessary as a basis for this opinion. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares are validly issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Re-Sale
Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ CHRISTOPHER J. KEARNS
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Christopher J. Kearns
