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Exhibit 5.1
August 3, 2000
StarBase Corporation
4 Hutton Centre Drive, Suite 800
Santa Ana, CA 92707-8713
Gentlemen:
We have acted as counsel for StarBase Corporation, a Delaware
corporation (the "Company") in connection with its Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission relating to the registration of 2,393,267 shares of Common
Stock, par value $ .01 per share (the "Shares") issuable upon exercise of
options granted or to be granted pursuant to (a) non-qualified stock option
contracts between the Company and its employees (the "Employee Stock Option
Contracts"), and (b) non-qualified stock option contracts between the Company
and its consultants (the "Consultant Stock Option Contracts" and, together with
the Employee Stock Option Contracts, the "Stock Option Documents").
In connection with the foregoing, we have examined, among other things,
the agreements relating to the Stock Option Documents, the Stock Option
Documents, the Registration Statement and originals or copies, satisfactory to
us, of all such corporate records and of all such agreements, certificates and
other documents as we have deemed relevant and necessary as a basis for the
opinion hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the original documents of documents
submitted to us as copies. As to any facts material to such opinion, we have, to
the extent that relevant facts were not independently established by us, relied
on certificates of public officials and certificates, oaths and declarations of
officers or other representatives of the registrant.
Based upon and subject to the foregoing, we are of the opinion that the
Shares to be issued pursuant to the exercise of options granted or to be granted
under the Stock Option Documents will be, when issued pursuant to the Stock
Option Documents, validly issued, fully paid and non-assessable.
We hereby consent to the filing of a copy of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
Parker Chapin LLP
