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EXHIBIT 5.1
October 6, 2000
Software Spectrum, Inc.
2140 Merritt Drive
Garland, Texas 75041
Re: Registration of 150,000 shares of Common Stock, par value $.01
per share, pursuant to a Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Software Spectrum, Inc., a Texas corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to a Registration Statement on
Form S-8 (the "Registration Statement"), of an additional 150,000 shares of
Common Stock, par value $.01 per share, of the Company (the "Common Stock") to
be offered pursuant to the Software Spectrum, Inc. Amended and Restated Employee
Stock Purchase Plan, as amended (the "Plan").
In connection with this opinion, we have examined the Registration
Statement, the Company's Articles of Incorporation and Bylaws, each as amended
and restated to date, and such other documents, records, certificates, memoranda
and other instruments as we deem relevant or 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.
Based upon our examination of such documents and the investigation of such
matters of law as we have deemed relevant or necessary in rendering this
opinion, we hereby advise you that we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Texas.
2. Assuming, with respect to shares of Common Stock issued after the date
hereof, (i) the receipt of proper consideration for the issuance thereof in
excess of par value thereof, (ii) the availability of a sufficient number of
shares of Common Stock authorized by the Company's Articles of Incorporation
then in effect, (iii) compliance with the terms of any agreement entered into in
connection with any options or restricted stock under the Plan, and (iv) no
change occurs in the applicable law or the pertinent facts, the shares of Common
Stock purchasable upon the exercise of any option granted under or issued upon
the awarding of any restricted stock under the
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Software Spectrum, Inc.
October 6, 2000
Page 2
Plan will upon issuance be duly authorized and validly issued, fully paid and
non-assessable shares of Common Stock.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement filed by the Company with the Securities and Exchange Commission for
the registration under the Securities Act of 150,000 shares of Common Stock of
the Company covered by the Plan. By so consenting, we do not thereby admit that
our firm's consent is required by Section 7 of the Securities Act.
Very truly yours,
LOCKE LIDDELL & SAPP LLP
By: /s/ KENT JAMISON
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Kent Jamison
