EXHIBIT 5.0
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & Flom LLP]
August 31, 2000
Inprise Corporation
100 Enterprise Way
Scotts Valley, California 95066
Re: Inprise Corporation
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as special counsel to Inprise Corporation, a Delaware
corporation (the "Company"), in connection with the registration of
2,500,000 shares (the "New Shares") of the Company's common stock, par
value $0.01 per share (the "Common Stock"), pursuant to the Registration
Statement on Form S-8 being filed with the Securities and Exchange
Commission (the "Commission") on the date hereof (the "2000 Registration
Statement") under the Securities Act of 1933, as amended (the "Act"). The
New Shares may be issued pursuant to (i) the exercise of options granted
under the Inprise Corporation 1997 Stock Option Plan, as amended by
Amendment No. 1 thereto approved by the Board of Directors of the Company
on May 15, 2000, and (ii) the exercise of stock purchase rights granted
under the Inprise Corporation 1999 Employee Stock Purchase Plan
(collectively, the "Plans").
This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the 2000 Registration Statement; (ii) a specimen
certificate representing the Common Stock; (iii) the Restated Certificate
of Incorporation of the Company, as amended to date; (iv) the Amended
By-Laws of the Company, as amended to date; (v) the Plans and (vi) certain
resolutions of the Board of Directors of the Company relating to the Plans
and related matters. We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Company
and such agreements, certificates of public officials, certificates of
officers or other representatives of the Company and others, and such other
documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making our examination of documents executed or to be
executed, we have assumed that the parties thereto, other than the Company,
had or will have the power, corporate or other, to enter into and perform
all obligations thereunder and have also assumed the due authorization by
all requisite action, corporate or other, and execution and delivery by
such parties of such documents and the validity and binding effect thereof
on such parties. As to any facts material to the opinions expressed herein
which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives
of the Company and others. We have assumed that the certificates
representing the New Shares will be signed by an authorized officer of the
transfer agent and registrar for the Common Stock and registered by such
transfer agent and registrar and will conform to the specimen thereof
examined by us. We have also assumed that each award agreement setting
forth the terms of each grant of options or other awards under the Plans
will be consistent with the Plans, and will be duly authorized and validly
executed and delivered by the parties thereto, and that the consideration
received by the Company for each of the New Shares delivered pursuant to
the Plans will be in an amount at least equal to the par value thereof.
Members of our firm are admitted to the bar in the State of New York,
and we do not express any opinion as to the laws of any jurisdiction other
than the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that
the New Shares have been duly authorized for issuance by the Company, and,
when such New Shares are issued, delivered and paid for upon exercise of
options or stock purchase rights duly granted under the terms and
conditions of the Plans, such New Shares will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion with the Commission
as Exhibit 5 to the 2000 Registration Statement. In giving this consent, we
do not thereby admit that we are included in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations
of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
New York, New York
August 31, 2000
