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EXHIBIT 5.1
OPINION OF LOUIS WELLMEIER, ESQ.
NETMANAGE, INC.
October 27, 2000
NetManage,Inc.
10725 North DeAnza Blvd.
Cupertino, CA 95014
Re: NetManage Registration Statement on Form S-3 for Resale
of 1,726,898 Shares of Common Stock
Ladies and Gentlemen:
I have acted as counsel to NetManage, Inc., a Delaware
corporation (the "Company"), in connection with the registration of 1,726,898
of shares of common stock of the Company, $0.01 par value per share (the
"Shares"), as described in the Company's Registration Statement on Form S-3
("Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act").
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.
I have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the original issuance and
sale of the Shares. Based on such review, I am of the opinion that the Shares
are duly authorized and, if 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.
I consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to my name under the caption "Legal
Matters" in the prospectus which is part of the Registration Statement. In
giving this consent, I do not thereby admit that I am 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 letter is rendered as of the date first written
above and I disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to my attention and which
may alter, affect or modify the opinion expressed herein. My
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opinion is expressly limited to the matters set forth above and I render no
opinion, whether by implication or otherwise, as to any other matters relating
to the Company or the Shares.
Very truly yours,
/s/ Louis Wellmeier, Esq
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