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Exhibit 5.1
June 12, 2000
QRS Corporation
1400 Marina Way South
Richmond, California 94804
Ladies and Gentlemen:
We have acted as counsel to QRS Corporation, a Delaware corporation (the
"Company"), in connection with the registration of an aggregate of 847,290
shares of its common stock (the "Shares"), which may be offered for resale by
certain stockholders of the Company (the "Selling Stockholders"), as
described in the Company's Registration Statement on Form S-3, filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Registration Statement").
This opinion is being furnished in accordance with the requirements of
Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the issuance and sale of
the Shares. Based on such review, we are of the opinion that the Shares have
been duly authorized, and if, as and when issued in accordance with the
Registration Statement and the related prospectus (as amended and
supplemented through the date of issuance) will be legally issued, fully paid
and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the Act,
the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, or item 509 of Regulation S-K.
This opinion is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company or the Shares.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
