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Exhibit 5.1
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GOODWIN, PROCTER & HOAR LLP
COUNSELORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
June 23, 2000
Segue Software, Inc.
201 Spring Street
Lexington, Massachusetts 02421
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant to
the Securities Act of 1933, as amended (the "Act"), of 250,000 shares of common
stock, par value $.01 per share (the "Shares"), of Segue Software, Inc., a
Delaware corporation (the "Company").
In connection with rendering this opinion, we have examined the Amended &
Restated Certificate of Incorporation and By-Laws of the Company; such records
of the corporate proceedings of the Company as we deemed material; a
registration statement on Form S-8 under the Act relating to the Shares (the
"Registration Statement") and the prospectus contained therein (the
"Prospectus"); and such other certificates, receipts, records and documents as
we considered necessary for the purposes of this opinion. In our examination, we
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as certified,
photostatic or facsimile copies, the authenticity of the originals of such
copies and the authenticity of telephonic confirmations of public officials and
others. As to facts material to our opinion, we have relied upon certificates or
telephonic confirmations of public officials and certificates, documents,
statements and other information of the Company or representatives or officers
thereof.
We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America, the Commonwealth of Massachusetts and the
General Corporation Law of the State of Delaware.
Based upon the foregoing, we are of the opinion that when the Shares have
been issued and paid for in accordance with the terms of the Prospectus, the
Shares will be legally issued, fully paid and nonassessable shares of common
stock, par value $.01 per share, of the Company.
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The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Act and applicable requirements of state laws regulating
the offer and sale of securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
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