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Exhibit 5.1
[Letterhead]
October 13, 2000
Aperian, Inc.
1121 East 7th Street
Austin, Texas 78702
Ladies and Gentlemen:
I am general counsel for Aperian, Inc., a Delaware corporation (the
"Company"), and have advised the Company in connection with the preparation of a
Registration Statement on Form S-3, File No. 333-44666, as amended (the
"Registration Statement"), which has been filed by the Company with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 the proposed offer and sale by certain stockholders of
the Company of 333,314 shares (the "Shares") of the Common Stock, $0.01 par
value, of the Company ("Common Stock").
With respect to the foregoing, I have examined the Registration
Statement and such other documents, and such legal matters, as I have deemed
necessary to render the opinion expressed herein. Based on the foregoing, I am
of the opinion that the Shares are duly authorized, validly issued, and fully
paid and nonassessable.
I consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
/s/ PETER E. LORENZEN
Peter E. Lorenzen
General Counsel
