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EXHIBIT 5.1
OPINION OF LATHAM & WATKINS
[LATHAM & WATKINS LETTERHEAD]
September 8, 2000
BARRA, Inc.
2100 Milvia Street
Berkeley, CA 94704-1113
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
This opinion is rendered in connection with the filing by BARRA,
Inc., a Delaware corporation (the "Company"), of a registration statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
offer and sale of up to 1,292,650 shares of the Company's Common Stock, par
value $.0001 per share (the "Shares"), pursuant to the 2000 Equity
Participation Plan of BARRA, Inc. (the "Plan"). We acted as counsel to the
Company in connection with the preparation of the Registration Statement.
We are familiar with the proceedings taken and to be taken in
connection with the authorization, issuance and sale of the Shares.
Additionally, we have examined such matters of fact and question of law as we
have considered appropriate for purposes of rendering the opinion expressed
below.
We are opining herein as to the effect on the subject transaction of
only the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto or the effect thereon of any
other laws or as to any matters of municipal law or any other local agencies
within any state.
Subject to the foregoing and in reliance thereon, we are of the opinion
that the Shares have been duly authorized, and upon the issuance and sale of the
Shares in the manner contemplated by the Registration Statement and in
accordance with the terms of the Plan, and subject to the Company completing all
action and proceedings required on its part to be taken prior to the issuance of
the Shares pursuant to the terms of the Plan and the Registration Statement,
including, without limitation, collection of required payment for the Shares,
the Shares will be legally and validly issued, fully paid and nonassessable
securities of the Company.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
