EX-5.1 2 f15902orexv5w1.htm EXHIBIT 5.1 exv5w1
 

Exhibit 5.1
         
(COOLEY GODWARD LLP LOGO)
  ATTORNEYS AT LAW

101 California Street
  Broomfield, CO
720 566-4000
Palo Alto, CA
 
  5th Floor   650 843-5000
 
  San Francisco, CA   Reston, VA
 
  94111-5800   703 456-8000
 
  Main 415 693-2000   San Diego, CA
 
  Fax 415 693-2222   858 550-6000
February 3, 2006
 
www.cooley.com
  Washington, DC
202 842-7800

BroadVision, Inc.
585 Broadway
Redwood City, CA 94063-3122
  KENNETH L. GUERNSEY
(415) 693-2091
kguernsey@cooley.com
   
Re:   Registration Statement on Form S-1
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the filing by BroadVision, Inc. (the “Company”) of a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission, including a prospectus covering the sale of up to 167,677,290 shares of common stock (the “Common Shares”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectus, the Company’s Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda 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 and authenticity of all signatures on original documents, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
Based on the foregoing, and in reliance thereon, we are of the opinion that the Common Shares, when sold and issued in accordance with the Registration Statement and related prospectus, will be validly issued, fully paid and non-assessable.
We consent to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.
         
Very truly yours,    
 
       
Cooley Godward llp    
 
       
By:
  /s/ Kenneth L. Guernsey    
 
       
 
  Kenneth L. Guernsey