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EXHIBIT 5.1
December 4, 2000
Epicor Software Corporation
195 Technology Drive
Irvine, CA 92618-2402
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about December 5, 2000
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 1,250,000 shares of
Common Stock, par value $0.001 (the "Shares"), reserved for issuance pursuant to
the Epicor Software Corporation 2000 Stock Purchase Plan (the "Plan"). As your
legal counsel, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and issuance
of the Shares under the Plan.
It is our opinion that the Shares will be, when issued and sold in the
manner referred to in the Plan, 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
/s/ Wilson Sonsini Goodrich & Rosati P.C.
