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EXHIBIT 5.1
July 25, 2000
Starbase Corporation
4 Hutton Centre Drive, Suite 800
Santa Ana, CA 92707-87130
Ladies and Gentlemen:
We have acted as counsel to Starbase Corporation (the "Company") in
connection with a Registration Statement on Form S-3 filed by the Company with
the Securities and Exchange Commission (the "Registration Statement") relating
to 2,640,568 shares (the "Shares") of the Company's common stock, par value
$0.01 per share (the "Common Stock"). Of such Shares, 2,494,189 may be issued
upon the exercise of warrants issuable to the holders of the Shares (the
"Warrants") and 146,379 shares of common stock have been issued by the Company
(the "Other Shares").
In connection with the foregoing, we have examined, among other things,
the Registration Statement, the Warrants 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 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 Company.
Based upon the foregoing, we are of the opinion that (i) the Shares
issuable upon the exercise of the Warrants (when such Shares are paid for and
issued in accordance with the terms of the Warrants) will be legally issued,
fully paid and non-assessable; and (ii) the Other Shares are legally issued,
fully paid and non-assessable.
We hereby consent to the use of our name under the caption "Legal
Matters" in the Prospectus constituting a part of the Registration Statement and
to the filing of a copy of this opinion as an exhibit.
Very truly yours,
PARKER CHAPIN LLP
