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EXHIBIT 5.1
[LETTERHEAD]
August 11, 2000
FORTEL Inc.
46832 Lakeview Blvd.
Fremont, CA 94538
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-3 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 5,341,126 shares (the "Shares") of the
Company's Common Stock, including 2,191,781 shares currently outstanding (the
"Shares") and up to 3,149,345 shares issuable upon exercise of Repricing
Warrants held by the Selling Securityholders (the "Warrant Shares").
In connection with this opinion, we have examined the Registration Statement,
the Company's Amended and Restated Certificate of Incorporation and Bylaws, and
such other documents, records, certificates, memoranda and other instruments as
we deem necessary as a basis for this opinion. 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 thereof, 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 are validly issued, fully paid and nonassessable and that the
Warrant Shares will be, upon issuance and payment therefore pursuant to the
terms of the Repricing Warrants, validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Prospectus included in the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ John L. Cardoza
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John L. Cardoza
