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Exhibit 5.1
August 4, 2000
Rational Software Corporation
18880 Homestead Road
Cupertino, CA 95014
Re: REGISTRATION STATEMENT ON FORM S-8
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 the date hereof (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 200,000 shares of your Common Stock
(the "Option Shares") reserved for issuance under the Rational 1998 Indian
Stock Option Plan (the "Plan"). As your legal counsel for the Company, 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 Option
Shares pursuant to the Plan. In addition, for purposes of this opinion we have
assumed that the consideration received by the Company in connection with each
issuance of the Option Shares will include an amount in the form of cash,
services rendered or property that exceeds the greater of (i) the aggregate
par value of such Option Shares or (ii) the portion of such consideration
determined by the Company's Board of Directors to be "capital" for purposes of
the Delaware General Corporation Law.
Based upon the foregoing, it is our opinion that, when issued and sold in the
manner referred to in the 1998 Plan and pursuant to the agreements which
accompany the Plans, the Option Shares issued and sold thereby 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 may be incorporated by reference in
any abbreviated registration statement filed pursuant to General Instruction E
of Form S-8 under the Securities Act with respect to the Registration
Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
