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[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
EXHIBIT 5.1
JUNE 14, 2000
NetManage, Inc.
10725 North DeAnza Blvd.
Cupertino, CA 95014
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 June 14, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of the 1992 Stock Option Plan (as to
2,200,000 shares), the 1993 Employee Stock Purchase Plan (as to 1,000,000
shares), and the 1999 Nonstatutory Stock Option Plan (as to 4,000,000 shares)
(collectively, the "Plans" and the "Shares" as appropriate). As legal counsel
for NetManage, Inc., we have examined the proceedings taken and are familiar
with the proceedings proposed to be taken by you in connection with the issuance
and sale of the Shares pursuant to the Plans.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plans and pursuant to the agreement that accompanies each grant
under the Plans, will be legally and validly issued, fully-paid and
non-assessable.
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 amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
