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EXHIBIT 5.1
October 16, 2000
Kabira Technologies, Inc.
One McInnis Parkway
San Rafael, California 94903
RE: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed by you
with the Securities and Exchange Commission ("SEC") on July 14, 2000
(Registration No. 333-41484), as amended by Amendment No. 1 thereto filed with
the SEC on September 15, 2000 and Amendment No. 2 thereto filed with the SEC on
October 13, 2000 (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of up to 4,600,000
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 600,000 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 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
