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EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
June 6, 2000
Lightspan, Inc.
10140 Campus Point Drive
San Diego, CA 92121
RE: REGISTRATION STATEMENT ON FORM S-8
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-8 (the "Registration Statement") with the Securities and Exchange
Commission, covering the registration of 5,482,063 shares of the Company's
Common Stock, $.001 par value (the "Shares"), for issuance (i) pursuant to the
Company's 2000 Equity Incentive Plan and 2000 Employee Stock Purchase Plan, and
(ii) upon the exercise of outstanding options granted under the Company's
Academic Systems Corporation 1992 Stock Option Plan (collectively, the
"Plans"). The outstanding option granted under Academic Systems Corporation
1992 Stock Option Plan were assumed by the Company in connection with the
Agreement and Plan of Reorganization, dated May 10, 1999, as amended (the
"Reorganization Agreement"), by and among the Company and Academic Systems
Corporation.
In connection with this opinion, we have examined and relied upon the
Registration Statement and related prospectus, the Plans, the forms of option
agreement, the Reorganization Agreement, the Company's Amended and Restated
Certificate of Incorporation and Bylaws, and the originals or copies certified
to our satisfaction of such records, documents, certificates, memoranda and
other instruments as in our judgment are necessary or appropriate to enable us
to render the opinion expressed below. 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, when sold and issued in accordance with the Registration
Statement, the Plans, the options granted thereunder and the option agreements,
will be validly issued, fully paid, and nonassessable.
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Lightspan, Inc.
June 6, 2000
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We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
/s/ CHRISTOPHER J. KEARNS
Christopher J. Kearns
