<PAGE> 1
EXHIBIT 5.1
[Letterhead of Aperian]
October 14, 2000
Aperian, Inc.
1121 East 7th Street
Austin, Texas 78702
Ladies and Gentlemen:
I have served as general counsel for Aperian, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement"), filed with the Securities and Exchange
Commission under the Securities Act of 1933, with respect to 4,000,000 shares
(the "Shares") of the Common Stock, $0.01 par value, of the Company ("Common
Stock") that may be issued and sold by the Company pursuant to the Aperian, Inc.
2000 Stock Option Plan (the "Plan").
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 reserved for issuance pursuant to the Plan, when
issued and sold in accordance with the Plan and the corresponding option
agreements entered into by the Company for consideration equal to at least the
par value per Share, will be 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
