1

                                                                     Exhibit 5.1


                               December 28, 2000


New Era of Networks, Inc.
One Greenwood Plaza
6550 Greenwood Plaza Boulevard
Englewood, CO 80111

        RE:     REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

        We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by you with the Securities and Exchange
Commission on or about December 28, 2000, in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate of 900,000 shares
of your Common Stock, $.0001 par value (the "Shares"), outstanding or reserved
for issuance pursuant to your 1995 Stock Option Plan and 1997 Director Option
Plan (the "Plans"). As your legal counsel, we have reviewed the actions proposed
to be taken by you in connection with the proposed issuance and sale of the
Shares under the Plans. We assume that each issuance of Shares will be made in
accordance with the terms of the respective Plans.

        It is our opinion that, upon completion of the proceedings being taken,
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares pursuant to the Registration Statement and the Plans, including the
proceedings being taken in order to permit such transaction to be carried out in
accordance with applicable state securities laws, the Shares, when issued and
sold in the manner described in the Registration Statement and in accordance
with the resolutions adopted by the Board of Directors, will be legally and
validly issued, fully paid and nonassessable.

        We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.

                                            Very truly yours,

                                            /s/ Wilson Sonsini Goodrich & Rosati

                                            WILSON SONSINI GOODRICH & ROSATI
                                            Professional Corporation