Sco Group Inc – ‘S-4/A’ on 11/8/00 – EX-5.1

On:  Wednesday, 11/8/00, at 5:07pm ET   ·   Accession #:  1035704-0-856   ·   File #:  333-45936

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment No. 1 to Form S-4 - File No. 333-45936     427   2.13M 
 2: EX-4.1      Form of Certificate of Common Stock                    3     12K 
 3: EX-5.1      Opinion/Consent of Brobeck, Phleger & Harrison         2     10K 
 4: EX-8.1      Tax Opinion/Consent of Wilson Sonsini Goodrich         2     12K 
 5: EX-8.2      Tax Opinion/Consent of Brobech, Phleger & Harrison     2     14K 
 6: EX-10.35    Form of Sales Representative & Support Agreement      18     54K 
 7: EX-10.36    Form of Open Server Research & Development Agrmt.     14     45K 
 8: EX-21.1     Subsidiaries of the Registrant                         1      7K 
 9: EX-23.1     Consent of Arthur Andersen LLP - Caldera               1      7K 
10: EX-23.1.2   Consent of Arthur Andersen LLP - Ebiz Enterprises      1      8K 
11: EX-23.2     Consent of Pricewaterhousecoopers LLP - Sco            1      8K 
12: EX-23.2.1   Consent of Pricewaterhousecoopers LLP - Sco            1      7K 
13: EX-23.3     Consent of Kpmg LLP                                    1      8K 
14: EX-99.1     Form of Proxy Card of Caldera                          2      9K 
15: EX-99.2     Form of Proxy Card of the Santa Cruz Operation Inc     2     15K 

EX-5.1   —   Opinion/Consent of Brobeck, Phleger & Harrison

EX-5.1
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                                                                     EXHIBIT 5.1

November 1, 2000

Caldera International, Inc.                                                     
240 West Center Street                                                          
Orem, UT  84057                                                                 

              Re:  Caldera International, Inc. Registration Statement on
            Form S-4 for 64,919,119 Shares of Common Stock

Ladies and Gentlemen:                                                           

              We have acted as counsel to Caldera International, Inc., a
Delaware corporation (the "Company"), in connection with the proposed           
registration by the Company of an aggregate of 64,919,119 shares of the         
Company's Common Stock (the "Shares"), par value $.001, as described in the     
Company's Registration Statement No. 333-45936 on Form S-4 (the "Registration   
Statement") filed with the Securities and Exchange Commission under the         
Securities Act of 1933, as amended (the "Act").                                 

          This opinion is being furnished in accordance with the
requirements of Item 21(a) of Form S-4 and Item 601(b)(5)(i) of Regulation S-K. 

            We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with the issuance and  
sale of the Shares. Based on such review, we are of the opinion that the Shares 
have been duly authorized, and if, as and when issued in accordance with the    
Registration Statement and the related joint proxy statement/prospectus (as     
amended and supplemented through the date of issuance) will be legally issued,  
fully paid and nonassessable.                                                   

                  We consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the reference to this firm under the       
caption "Legal Matters" in the prospectus which is part of the Registration     
Statement. In giving this consent, we do not thereby admit that we are within   
the category of persons whose consent is required under Section 7 of the Act,   
the rules and regulations of the Securities and Exchange Commission promulgated 
thereunder, or Item 509 of Regulation S-K.                                      

EX-5.1
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                                                     Caldera International, Inc.
                                                                          Page 2

                This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,     
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is        
expressly limited to the matters set forth above and we render no opinion,      
whether by implication or otherwise, as to any other matters relating to the    
Company or the Shares.                                                          

                         Very truly yours,

                                           /s/ Brobeck, Phleger & Harrison LLP

                                       BROBECK, PHLEGER & HARRISON LLP

Dates Referenced Herein

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		11/8/00							None on these Dates
		11/1/00		1
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