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EXHIBIT 5.1
August 16, 2000
Software Technologies Corporation
404 E. Huntington Avenue
Monrovia, California 91016
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about August 16, 2000 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 4,806,503 shares of Common Stock (the
"1997 Option Shares") to be issued under the Company's 1997 Stock Plan (the
"1997 Option Plan"); 13,914,093 shares of Common Stock (the "1998 Option
Shares") to be issued under the Company's 1998 Stock Plan (the "1998 Option
Plan"), and 2,250,000 shares of Common Stock (the "ESPP Shares") to be issued
under the Company's 2000 Employee Stock Purchase Plan (the "ESPP").
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 1997 Option Shares, the 1998 Option Shares and the ESPP
Shares (collectively, the "Shares"). It is our opinion that the Shares, when
issued and sold in the manner referred to in the 1997 Option Plan, the 1998
Option Plan and ESPP (collectively, the "Plans"), and pursuant to the agreements
which accompany the Plans, as applicable, will be legally and validly issued,
fully paid and nonassessable.
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 and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
