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EXHIBIT 5.1
LETTERHEAD OF BAER MARKS & UPHAM LLP
November 2, 2000
Communication Intelligence Corporation
275 Shoreline Drive, Suite 500
Redwood Shores, California 94065
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to Communication Intelligence Corporation, a
Delaware corporation (the "Company"), in connection with a Registration
Statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to an aggregate of 4,700,000 shares of common stock, par value $.01 per share,
of the Company (the "Shares"), held by certain shareholders of the Company (the
"Selling Shareholders").
In connection with the foregoing, we have examined originals or copies,
satisfactory to us, of all such corporate records as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the original
documents of all documents submitted to us as copies. As to any facts material
to such opinion, we have, without independent investigation, relied on
certificates of public officials and certificates of officers or other
representatives of the Company or the Selling Shareholders.
Based upon the foregoing and subject to the other limitations set forth
herein, we are of the opinion that the Shares to be offered and sold pursuant to
the Registration Statement are validly issued, fully paid and non-assessable.
We are members of the bar of the State of New York and are not licensed or
admitted to practice law in any other jurisdiction. Accordingly, we express no
opinion with respect to the laws of any jurisdiction other than the laws of the
State of New York, Delaware General Corporate Law and the federal laws of the
United States.
We assume no obligation to advise you of any changes to this opinion which
may come to our attention after the date hereof. This opinion may not be relied
upon or furnished to any other person except the addressee hereof without the
express written consent of this firm.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Prospectus forming part of the Registration
Statement. In giving such consent, we do not thereby concede that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations thereunder or that we are
"experts" within the meaning of such act, rules and regulations.
Very truly yours,
/s/ Baer Marks & Upham LLP
