EXHIBIT 5
FREDRIKSON & BYRON, P.A.
900 Second Avenue South, Suite 1100
Minneapolis, Minnesota 55402
Telephone: (612) 347-7000
Facsimile: (612) 347-7077
August 14, 2000
CorVu Corporation
3400 West 66th Street
Edina, Minnesota 55435
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to CorVu Corporation (the "Company")
in connection with the original registration by the Company on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act") of options and an aggregate of 5,514,188 shares (the "Shares") of Common
Stock issuable pursuant to the Company's 1993 Stock Incentive Plan, 1996 Stock
Option Plan and Nonqualified Stock Option Plan of an acquired company (the
"Plans").
In acting as such counsel and for the purpose of rendering this
opinion, we have reviewed copies of the following, as presented to us by the
Company:
1. The Company's Articles of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions adopted by the Board of
Directors of the Company pertaining to the adoption of the
Plans.
4. The Plans.
5. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
1. The Shares are validly authorized by the Company's Articles of
Incorporation, as amended.
2. Upon issuance and delivery of the Shares against receipt by
the Company of the consideration for the Shares pursuant to
the terms of the Plans, the Shares will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ John H. Stout
John H. Stout
