EX-5.1 3 d16093exv5w1.htm OPINION OF GARDERE WYNNE SEWELL LLP exv5w1
 

EXHIBIT 5.1

Opinion of Gardere Wynne Sewell LLP

 


 

(Gardere Letterhead)

Direct: 214-999-4544
Direct Fax: 214-999-3544
rgray@gardere.com

June 10, 2004

Tyler Technologies, Inc.
5949 Sherry Lane, Suite 1400
Dallas, Texas 75225

Ladies and Gentlemen:

We have acted as special counsel to Tyler Technologies, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to an aggregate of 1,000,000 shares of the Company’s Common Stock, $0.01 par value (the “Shares”), to be issued pursuant to the Company’s 2004 Employee Stock Purchase Plan (the “Plan”).

With respect to the foregoing, we have examined and have relied upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, documents, orders, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies.

Based upon the foregoing, we are of the opinion that the Shares that from time to time may be issued under the Plan, in accordance with appropriate proceedings of the Board of Directors of the Company or a committee thereof pursuant to the terms of the Plan, when so issued and sold at prices in excess of the par value of the Shares in accordance with the provisions of the Plan and related agreements entered into by the Company, will be duly and validly authorized and issued by the Company and fully paid and nonassessable.

We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement. This opinion letter is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that arise after the date of this opinion letter and come to our attention, or any future changes in law.

Very truly yours,

GARDERE WYNNE SEWELL LLP

By: /s/ Randall G. Ray


Randall G. Ray, Partner

Gardere Wynne Sewell LLP
3000 Thanksgiving Tower, 1601 Elm Street, Dallas, Texas 75201-4746 § 214.999.3000 Phone § 214.999.4667 Fax