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EXHIBIT 5.1
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
WWW.WSGR.COM
June 16, 2000
Epicor Software Corporation
195 Technology Drive
Irvine, CA 92618-2402
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Epicor Software Corporation, a Delaware
corporation (the "Company" or "you") and have examined the Registration
Statement on Form S-8 (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission on or about May 19, 2000 in
connection with the registration under the Securities Act of 1933, as amended
(the "1933 Act") of an aggregate of 700,000 shares of your Common Stock (the
"Shares"), reserved for issuance under two Nonqualified Option Agreements, each
dated as of November 16, 1999, between the Company and Richard L. Roll (the
"Agreements"). As your legal counsel, we have examined the amended and restated
Certificate of Incorporation and Bylaws of the Company, the Agreements and such
other documents of the Company as we have deemed necessary or appropriate for
the purposes of the opinion expressed herein, and are familiar with the
proceedings proposed to be taken by you in connection with the Agreements and
the sale and issuance of the Shares pursuant to the Agreement.
In our opinion, the Shares, when issued and sold in the manner referred
to in the Agreement, will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
