EX-5.1 4 opinion.htm OPINION

EXHIBIT 5.1

OPINION OF ORRICK, HERRINGTON & SUTCLIFFE LLP

[Letterhead of Orrick, Herrington & Sutcliffe LLP]

July 21, 2000

Centura Software Corporation

975 Island Drive

Redwood Shores, CA 94065

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

Centura Software Corporation, a Delaware corporation ("Centura"), has requested our opinion in connection with a Registration Statement on Form S-8 (the "Registration Statement") to be filed by it today with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), relating to 3,300,000 shares of Common Stock, $0.01 par value, of Centura reserved for issuance under the 1995 Stock Option Plan and 1,800,000 shares of Common Stock, $0.01 par value, of Centura reserved for issuance under the 1999 Raima Stock Option Plan (collectively, the "Plans").

We have examined and are relying on originals, or copies certified or otherwise identified to our satisfaction, of such corporate records and such other instruments, certificates and representations of public officials, officers and representatives of Centura and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.

Based on the foregoing, it is our opinion that the shares of Centura issuable under the Plans are duly authorized and, when issued in accordance with the terms of the Plan, at prices in excess of the par value thereof, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. By giving such consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement, including this exhibit, within the meaning of the term "expert" as used in the Act or the rules and regulations of the Commission issued thereunder.

  Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP