<PAGE>
EXHIBIT 5
October 31, 2000
Fortel Inc.
46832 Lakeview Blvd.
Fremont, California 94538-6543
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Fortel Inc. (the "Company") of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 1,000,000 shares of the Company's
common stock, no par value (the "Shares"), pursuant to the Company's 2000 Equity
Incentive Plan (the "Plan").
In connection with this opinion, we have examined and relied on the Registration
Statement and related prospectus, the Company's Articles of Incorporation, as
amended and Bylaws, as amended, and the originals or copies certified to our
satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies, and the due execution and
delivery of all documents, where due execution and delivery are a prerequisite
to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, and the
Registration Statement and related prospectus, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ JOHN L. CARDOZA
--------------------------------
John L. Cardoza
