Fredrikson & Byron, P.A.
1100 International Centre
900 Second Avenue South
Minneapolis, Minnesota 55402
Telephone: 612-347-7000
Fax: 612-347-7077
EXHIBIT 5.1
July 27, 2000
Lightning Rod Software, Inc.
7301 Ohms Lane, Suite 600
Edina, Minnesota 55439
Re: EXHIBIT 5.1 to Registration Statement on Form S-3
Ladies/Gentlemen:
We are acting as corporate counsel to Lightning Rod Software, Inc. (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-3 (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended (the "Act") of
2,095,549 shares of the Company's Common Stock (the "Shares") which may be
offered for sale by certain shareholders (the "Selling Shareholders").
In acting as such counsel for the purpose of rendering this opinion, we
have reviewed copies of the following, as presented to us by the Company:
1. The Company's Certificate of Incorporation, as amended.
2. The Company's Bylaws.
3. Certain corporate resolutions of the Company's Board of
Directors pertaining to the issuance by the Company of the
Shares.
4. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
1. The Shares are validly authorized by the Company's Certificate of
Incorporation.
2. The Shares are validly issued and outstanding, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ Melodie R. Rose
