Exhibit 5.1

	787 Seventh Avenue
	New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111

March 5, 2021

E2open Parent Holdings, Inc.
9600 Great Hills Trail, Suite 300E
Austin, Texas 78759

Ladies and Gentlemen:

We have acted as counsel to E2open Parent Holdings, Inc. a Delaware corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 5, 2021 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Registration Statement.

The Registration Statement relates to the issuance from time to time by the Company of up to 29,079,972 shares of its Class A Common Stock, consisting of (i) 13,799,972 shares of Class A Common Stock issuable upon the exercise of the Public Warrants based on the number of Public Warrants outstanding as of March 2, 2021, (ii) 10,280,000 shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants that were initially issued to CC Neuberger Principal Holdings I Sponsor LLC (the “Sponsor”) in a private placement that occurred simultaneously with the closing of the Company’s initial public offering, and (iii) 5,000,000 shares of Class A Common Stock that may be issued upon the exercise of the Forward Purchase Warrants that were initially issued to Neuberger Berman Opportunistic Capital Solutions Master Fund in connection with the Forward Purchase Agreement, dated as of April 28, 2020.

The Registration Statement also relates to the offer and sale by certain selling securityholders named in the Registration Statement (the “Selling Securityholders”) of up to a total of 215,045,300 shares of Class A Common Stock (collectively, the “Secondary Shares”) consisting of:

(i) (A) 43,282,540 shares of Class A Common Stock issued in the Business Combination; (B) 12,766,286 shares of Class A Common Stock held by the Sponsor and 83,714 shares held by the Company’s Independent Directors; (C) 69,500,000 shares of Class A Common Stock issued in the PIPE Investment; (D) 20,000,000 Forward Purchase Shares and (E) 6,830 shares of Class A Common Stock issued to a director of the Company as compensation (collectively, the “Secondary Outstanding Shares”);

(ii) (A) 10,280,000 shares of Class A Common Stock underlying the Private Placement Warrants and (B) 5,000,000 shares of Class A Common Stock underlying the Forward Purchase Warrants;

New York Washington Houston Palo Alto San Francisco Chicago Paris London Frankfurt Brussels Milan Rome

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(iii) (A) 8,113,752 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Series B-1 Common Stock and (B) 3,368,217 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Series B-2 Common Stock;

(iv) 35,636,680 shares of Class A Common Stock issuable upon the exchange of Common Units and the surrender and cancellation of a corresponding number of shares of Class V Common Stock; and

(v) 7,007,281 shares of Class A Common Stock issuable upon the conversion of Restricted Common Units into Common Units and the exchange of such Common Units and the surrender and cancellation of a corresponding number of shares of Class V Common Stock.

The Registration Statement also relates to the offer and sale by certain Selling Securityholders of up to 10,280,000 Private Placement Warrants and 5,000,000 Forward Purchase Warrants.

This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.

In rendering the opinions set forth below, we examined and relied upon such certificates, corporate records, agreements, instruments and other documents, and examined such matters of law, that we considered necessary or appropriate as a basis for the opinions. In rendering the opinions set forth below, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (a) certificate of incorporation of the Company, as in effect on the date hereof, (b) the amended and restated bylaws of the Company, as in effect on the date hereof, (c) the Third Amended and Restated Limited Liability Company Agreement, (d) the Registration Statement, (e) resolutions of the board of directors of the Company relating to, among other matters, the issuance of the Public Warrants, the Private Placement Warrants, the Forward Purchase Warrants and the shares of Class A Common Stock underlying the Public Warrants, the Private Placement Warrants, the Forward Purchase Warrants, (f) the Form of Warrant Agreement, dated April 28, 2020, by and between the Company and Continental Stock Transfer & Trust Company, (g) the Forward Purchase Agreement, dated as of April 28, 2020, by and between among CCNB1 and Neuberger Berman Opportunistic Capital Solutions Master Fund LP and (h) such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents, that all parties to such documents had the power, corporate or other, to enter into and perform all obligations thereunder and all such documents have been duly authorized by all requisite action, corporate or other, and duly executed and delivered by all parties thereto. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

On the basis of the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

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The opinions expressed herein are based upon and limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. We express no opinion herein as to any other laws, statutes, regulations or ordinances. The opinions expressed herein that are based on the laws of the State of New York are limited to the laws generally applicable in transactions of the type covered by the Registration Statement.

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The opinion set forth in paragraph 3 above is qualified in that the legality or enforceability of the documents referred to therein may be (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, (b) limited insofar as the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and the discretion of the court before which any enforcement thereof may be sought and (c) subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) including principles of commercial reasonableness or conscionability and an implied covenant of good faith and fair dealing. Insofar as provisions of any of the documents referenced in this opinion letter provide for indemnification or contribution, the enforcement thereof may be limited by public policy considerations.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving such consent, we do not thereby admit that we are experts within the meaning of the Securities Act or the rules and regulations of the Commission or that this consent is required by Section 7 of the Securities Act.

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 that hereafter may be brought to our attention and that 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, the Selling Securityholders or the Secondary Shares, Private Placement Warrants, Forward Purchase Warrants or Public Warrants.