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EXHIBIT 5.1
December 28, 2000
Seagate Software Information Management Group Holdings, Inc.
915 Disc Drive
Scotts Valley, CA 95066
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
Seagate Software Information Management Group Holdings, Inc. (the "Company")
with the Securities and Exchange Commission on or about December 28, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of (i) 22,207,736 shares of your Common
Stock reserved for issuance under the 1999 Stock Option Plan (the "1999 Plan"),
and (ii) 200,000 shares of your Common Stock reserved for issuance under the
2000 Stock Option Plan (the "2000 Plan"). The 22,207,736 shares of Common Stock
reserved under the 1999 Plan, and the 200,000 shares of Common Stock reserved
under the 2000 Plan, are collectively referred to hereinafter as the "Shares",
and the 1999 Plan, and the 2000 Plan are collectively referred to hereinafter as
the "Plans".
In our capacity as your counsel in connection with your preparation and
filing of the Registration Statement, we are familiar with the proceedings taken
and proposed to be taken by the Company in connection with the authorization,
issuance and sale of the shares pursuant to the Plans, and for purposes of this
opinion, we have assumed such proceedings will be timely completed in the manner
presently proposed. In addition, we have made such legal and factual
examination and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion. In our examination, we have assumed the genuiness
of all signatures, the authenticity of all documents submitted to us as
originals and the conformity to authentic original documents of all documents
submitted to us as copies.
We are opining herein as to the effect on the subject transaction only on
the internal laws of the State of California and the General Corporation Law of
the State of Delaware, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction, or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agency within any state.
Subject to the foregoing, it is our opinion that, when issued and sold in
compliance with applicable prospectus delivery requirements and in the manner
referred to in the Plans and pursuant to the agreements which accompany the
Plans, the Shares will be legally and validly issued, fully paid and non-
assessable.
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 any Prospectus constituting a part thereof,
and any amendments thereto.
This opinion letter is rendered as of the date first written above and we
expressly disclaim any obligation to advise you of facts, circumstances, events
or developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plans or the Shares.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
