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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
May 31, 2000
QRS Corporation
1400 Marina Way South
Richmond, California 94804
Re: QRS Corporation - Registration Statement on Form S-8
of an Additional 1,025,000 Shares of Common
Stock
Dear Ladies and Gentlemen:
We have acted as counsel to QRS Corporation, a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended,
of an additional 800,000 shares of the Company's common stock (the "Common
Stock") under the Company's 1993 Stock Option/Stock Issuance Plan (the
"Incentive Plan") and an additional 225,000 shares of the Company's Common
Stock under the Company's Special Non-Officer Stock Option Plan (the
"Non-Officer Stock Plan").
This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 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
establishment and amendment of the Incentive Plan and the Non-Officer Stock
Plan. Based on such review, we are of the opinion that, if, as and when the
shares of Common Stock are issued and sold (and the consideration therefor
received) pursuant to the provisions of option agreements or direct stock
issuances duly authorized under the Incentive Plan and/or the Non-Officer
Stock Plan and in accordance with the Registration Statement, such shares
will be duly authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement.
This opinion letter 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, the Incentive Plan, the Non-Officer Stock Plan or the shares of
Common Stock issuable under such Incentive Plan and/or the Non-Officer Stock
Plan.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
