<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>v024334_ex5-1.txt
<TEXT>
                                                                     EXHIBIT 5.1

                               KANE KESSLER, P.C.
                           1350 AVENUE OF THE AMERICAS
                          NEW YORK, NEW YORK 10019-4896
                                 (212) 541-6222

                                                                 August 19, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

      Re:   Clarus Corporation
            Registration Statement on Form S-8

Gentlemen:

      We have  acted as  special  counsel  to  Clarus  Corporation,  a  Delaware
corporation   (the   "Company"),   in  connection  with  the  preparation  of  a
Registration Statement on Form S-8 (the "Registration  Statement") pertaining to
the registration by the Company under the Securities Act of 1933, as amended, of
an aggregate of 4,100,000  shares (the  "Shares") of the Company's  common stock
(the "Common Stock"), $0.0001 par value per share, pursuant to (i) the Company's
2005 Stock Incentive Plan (the "2005 Incentive Plan"); (ii) the Restricted Stock
Agreement  between the Company and Warren B. Kanders,  dated April 11, 2003 (the
"2003 Restricted Stock Agreement"); and (iii) the Stock Option Agreement between
the  Company and Warren B.  Kanders,  dated  December  23, 2002 (the "2002 Stock
Option  Agreement").  The 2005 Incentive Plan, 2003 Restricted  Stock Agreement,
and the 2002 Stock Option Agreement are  collectively  referred to herein as the
"Plans".

      We have made such legal and factual examinations and inquiries,  including
an examination of originals or copies  certified or otherwise  identified to our
satisfaction of such documents,  corporate  records and instruments,  as we have
deemed   necessary  or  appropriate  for  purposes  of  this  opinion.   In  our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents  submitted to us as originals,  and the conformity to authentic
original documents of all documents submitted to us as copies.

      We have relied, without independent investigation, upon a certificate from
the  Company's  Chief  Administrative  Officer as to certain  factual  and other
matters  including  that the number of shares which the Company is authorized to
issue in its Certificate of Incorporation,  as amended,  exceeds by at least the
number of shares which may be issued in  connection  with the Plans,  the sum of
(i) the number of shares of the  Company's  Common Stock  outstanding,  (ii) the
number of shares of the  Company's  Common  Stock held as treasury  shares,  and
(iii) the number of shares of the  Company's  Common  Stock which the Company is
obligated to issue (or has  otherwise  reserved for issuance for any  purposes),
and we have assumed for purposes of our opinion  herein that such condition will
remain true at all future times  relevant to this opinion.  We have also assumed
that the  Company  will cause  certificates  representing  Shares  issued in the
future to be properly  executed and  delivered  and will take all other  actions
appropriate for the due and proper issuance of such Shares.  We have assumed for
purposes  of this  opinion  that  options  issued  under the  Plans,  the Shares
issuable upon  exercise of such options and Shares  issued  pursuant to the 2003
Restricted Stock Agreement have been duly authorized by all necessary  corporate
action on the part of the  Company  and such  options  and Shares of  restricted
stock have been duly  authorized  and  granted  under the  Plans.  We express no
opinion regarding any shares reacquired by the Company after initial issuance.

<PAGE>

      We are members of the Bar of the State of New York and are not admitted to
practice law in any other  jurisdiction.  We do not hold  ourselves out as being
conversant  with,  and  express no  opinion as to, the laws of any  jurisdiction
other than the laws of the State of New York, the General Corporation Law of the
State of Delaware, and laws of the United States of America.

      Subject to the limitations  stated in this letter,  and subject further to
the following limitations,  it is our opinion that the Shares issued or issuable
by the Company, under and in accordance with all of the provisions of the Plans,
will,  upon  delivery  thereof and  receipt by the  Company of all and  adequate
consideration owed to the Company therefor (assuming such consideration  exceeds
the par value therefor), be validly issued, fully paid and non-assessable.

      The  foregoing  assumes that the  aforesaid  Registration  Statement  will
become and remain effective under the Securities Act of 1933, as amended,  prior
to any offering of the Shares pursuant to the terms thereof and will be amended,
as  appropriate,  and that there will be compliance  with all  applicable  state
securities laws in connection with the offering of such  securities,  as well as
compliance  with  the  terms  of the  offering  set  forth  in the  Registration
Statement.

      This  opinion is  rendered  solely for your  benefit and may not be relied
upon by any other  person or entity.  This  opinion is provided to you as of the
date hereof.  We undertake no, and hereby  disclaim any obligation to advise you
of any change in any matter set forth herein. Without our prior written consent,
this opinion may not be quoted in whole or in part or  otherwise  referred to in
any report or document furnished to any person or entity.

      We consent to the filing of this letter as an exhibit to 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
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Securities and Exchange Commission thereunder.

                                       Very truly yours,

                                       KANE KESSLER, P.C.

</TEXT>
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