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Exhibit 5.1
[Dorsey & Whitney LLP Letterhead]
Great Plains Software, Inc.
1701 S.W. 38th Street
Fargo, North Dakota 58103
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Great Plains Software, Inc., a
Minnesota corporation (the "Company"), in connection with a Registration
Statement on Form S-8 (the "Registration Statement") relating to the sale by the
Company from time to time of up to 876,947 shares (the "shares") of common stock
of the Company, par value $.01 per share. The Shares will be issuable upon the
exercise of stock options granted or to be granted pursuant to: (1) the 1997
Non-Employee Director Stock Option Plan of Solomon Software, Inc.; (2) the
Solomon Software (TLB, Inc.) Stock Option Plan; (3) the 1991 Employee Stock
Option Plan of Smith, Dennis & Gaylord; (4) the Second TLB, Inc. Key Employees
Stock Option Plan; and (5) various individual option agreements (collectively,
the "Plans").
We have examined such documents and have reviewed such
questions of law as we have considered necessary and appropriate for the
purposes of our opinions set forth below. In rendering our opinions set forth
below, we have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures and the conformity to authentic
originals of all documents submitted to us as copies. We have also assumed the
legal capacity for all purposes relevant hereto of all natural persons and, with
respect to all parties to agreements or instruments relevant hereto other than
the Company, that such parties had the requisite power and authority (corporate
or otherwise) to execute, deliver and perform such agreements or instruments,
that such agreements or instruments have been duly authorized by all requisite
action (corporate or otherwise), executed and delivered by such parties and that
such agreements or instruments are the valid, binding and enforceable
obligations of such parties. As to questions of fact material to our opinions,
we have relied upon certificates of officers of the Company and of public
officials.
Based on the foregoing, we are of the opinion that the
Shares have been duly authorized and, upon issuance, delivery and payment
therefor in accordance with the terms of the applicable plan, and any
relevant agreements thereunder, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the
State of Minnesota.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Dated: June 30, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
TSH
