1 EXHIBIT 5.1 [COOLEY GODWARD LLP LETTERHEAD] November 22, 1996 Coral Systems, Inc. 1500 Kansas Avenue Suite 2E Longmont, Colorado 80501 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Coral Systems, Inc. (the "Company") of a Registration Statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission"), including a prospectus to be filed with the Commission pursuant to Rule 424(b) of Regulation C promulgated under the Securities Act of 1933, as amended, and the underwritten public offering of up to 3,105,000 shares of the Company's Common Stock (the "Shares"), which amount includes 405,000 shares for which the underwriters have been granted an over-allotment option (of which up to 115,000 shares of Common Stock may be sold by certain stockholders of the Company in the event that the underwriters exercise their over-allotment option). In connection with this opinion, we have (i) examined and relied upon the Registration Statement, (ii) reviewed the Company's Certificate of Incorporation and Bylaws, as amended and as proposed to be amended prior to the closing of the public offering, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment were necessary or appropriate to enable us to render the opinion expressed below, and (iii) assumed that the Shares to be sold to the underwriters by the Company will be sold at a price established by the Board of Directors of the Company or the Pricing Committee thereof in accordance with Section 153 of the Delaware General Corporation Law. On the basis of the foregoing and in reliance thereon, we are of the opinion that the Shares, when issued and sold in accordance with the Registration Statement, will be validly issued, fully paid and nonassessable. 2 Coral Systems, Inc. November 22, 1996 Page Two 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, /s/JAMES C. T. LINFIELD - ----------------------- James C. T. Linfield JCTL:mpc