EX-5.1 2 exhibit5_1.htm OPINION OF DLA PIPER US LLP
  DLA Piper US LLP
  400 Capitol Mall
  Suite 2400
  Sacramento, California 95814-4428
  T     916.930.3240
  F     916.930.3201
  W    www.dlapiper.com


EXHIBIT 5.1

October 29, 2007

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:
          Unify Corporation Registration Statement on Form S-1 
          File No. 333-124488

Ladies and Gentlemen:

As legal counsel for Unify Corporation, a Delaware corporation (the "Company"), we are rendering this opinion in connection with the registration on Form S-1 (Commission File No. 333-124488) (the "Registration Statement") under the Securities Act of 1933, as amended, of 236,000 shares of common stock of the Company ("Common Stock") to be sold by the selling stockholders named in the Registration Statement.

We have examined such instruments, documents and records as we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. With respect to our opinion below that the shares of Common Stock have been duly authorized, we have relied solely upon our examination of the authorized shares provision of the Company's Certificate of Incorporation, as amended to the date hereof and as certified to be complete and true by the Secretary of the Company, and we have assumed that such shares will be issued in accordance with the terms of the agreements relating thereto and will be evidenced by appropriate certificates, duly executed and delivered.

Based on such examination, we are of the opinion that the shares being registered pursuant to the Registration Statement are duly authorized and validly issued, fully paid and nonassessable (in the case of the shares that have not yet been issued, if and when issued in accordance with the terms of the agreements relating thereto).

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and the use of our name wherever it appears in said Registration Statement. This opinion is to be used only in connection with the issuance of the shares while the Registration Statement is in effect.

/s/ DLA Piper US LLP