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EXHIBIT 5
July 7, 2000
Actionpoint, Inc.
1299 Parkmoor Avenue
San Jose, California 95126
Re: Actionpoint, Inc. Registration Statement for Offering of 600,000
Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of 150,000 shares of Common
Stock under the 1998 Employee Stock Purchase Plan and 450,000 shares of
Common Stock under the 1993 Stock Option/Stock Issuance Plan. We advise you
that, in our opinion, when such shares have been issued and sold pursuant to
the applicable provisions of the 1998 Employee Stock Purchase Plan and the
1993 Stock Option/Stock Issuance Plan and in accordance with the Registration
Statement, such shares will be validly issued, fully paid and nonassessable
shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
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Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
