VERISIGN INC/CA
S-8, EX-5.01, 2001-01-05
COMPUTER PROGRAMMING SERVICES
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                                                                    EXHIBIT 5.01
                                                                    ------------
                                January 2, 2001

VeriSign, Inc.
1350 Charleston Road
Mountain View, California 94036

Ladies and Gentlemen:

     At your request, we have examined the Registration Statement on Form S-8,
including the registration of shares for resale by means of a re-offer
prospectus (the "Registration Statement"), to be filed by VeriSign, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") on or about January 4, 2001 in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
84,174 shares of the Company's Common Stock (the "Stock"), (a) of which 42,793
shares are subject to issuance by the Company upon the exercise of stock options
(the "Option Stock") originally granted by Nanobiz.com, Inc., a Delaware
corporation ("Nanobiz"), under the Nanobiz 2000 Stock Incentive Plan, as amended
(the "Nanobiz Plan") and (b) of which 41,382 shares were issued by the Company
(the "Merger Stock") pursuant to the Agreement and Plan of Merger (the "Merger
Agreement") dated December 5, 2000 between the Company, NZ Acquisition Corp., a
Delaware corporation that is a wholly-owned subsidiary of Company ("Sub"),
Nanobiz, Daniel J. Guinan, Matthew Shilts, Loren Hart, Andrew Brown and Ken
Okumura and Daniel Guinan, as Representative.  The Merger Stock may be sold on a
delayed or continuous basis, as set forth in the Registration Statement and
associated prospectuses and prospectus supplements, only by certain selling
securityholders named in the Registration Statement and the associated
prospectuses and prospectus supplements (the "Selling Stockholders").

     In rendering this opinion, we have examined the following.

     (1)  the Company's Certificate of Incorporation, as amended to date,
          certified by the Delaware Secretary of State on October 19, 2000.

     (2)  the Company's Bylaws, certified by the Company's Secretary on October
          23, 2000.

     (3)  the Registration Statement, together with the Exhibits filed as a part
          thereof or incorporated therein by reference.

     (4)  the prospectuses prepared in connection with the Registration
          Statement.

     (5)  the minutes of meetings and actions by written consent of the
          stockholders and Board of Directors that are contained in the
          Company's minute books that are in our possession, including the
          minutes of the meeting of the Board of Directors of Company held on
          October 27, 2000 approving the Company's acquisition of Nanobiz and
          the issuance of the Option Stock and the Merger Stock.

     (6)  the Merger Agreement; and

     (7)  a Management Certificate addressed to us and dated of even date
          herewith executed by the Company containing certain factual and other
          representations (the "Management Certificate").

     In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the legal capacity of all persons or entities executing the same, the
lack of any undisclosed termination, modification, waiver or amendment to any
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document reviewed by us and the due authorization, execution and delivery of all
documents where due authorization, execution and delivery are prerequisites to
the effectiveness thereof. We have also assumed that the certificates
representing the Stock have been, or will be upon issuance, properly signed by
authorized officers of the Company or their agents.

     As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from the documents
referred to above and the representations and warranties made by representatives
of the Company to us, including but not limited to those set forth in the
Management Certificate.  We have made no independent investigation or other
attempt to verify the accuracy of any of such information or to determine the
existence or non-existence of any other factual matters; however, we are not
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aware of any facts that would cause us to believe that the opinion expressed
herein is not accurate.

     We are admitted to practice law in the State of California, and we render
this opinion only with respect to, and express no opinion herein concerning the
application or effect of the laws of any jurisdiction other than, the existing
laws of the United States of America, of the State of California and, with
respect to the validity of corporate action and the requirements for the
issuance of stock, of the State of Delaware.

     In connection with our opinion below, we have assumed that, at or prior to
the time of the delivery of the Merger Stock and/or the Option Stock, the
Registration Statement will have been declared effective under the Securities
Act of 1933, as amended, that the registration will apply to the Merger Stock
and the Option Stock and will not have been modified or rescinded and that there
will not have occurred any change in law affecting the validity or
enforceability of the Merger Stock and/or the Option Stock.

     Based upon the foregoing, it is our opinion that the 42,793 shares of
Option Stock that may be issued and sold by the Company upon the exercise of
stock options granted under the Nanobiz Plan, when issued, sold and delivered in
accordance with such plan and purchase agreements to be entered into thereunder
and in the manner and for the consideration stated in the Registration Statement
and the relevant prospectuses, will be validly issued, fully paid and
nonassessable.  It is our further opinion that the 41,382 shares of Merger Stock
to be sold by the Selling Stockholders pursuant to the Registration Statement
are 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 all references to us, if any, in the
Registration Statement, the prospectus constituting a part thereof and any
amendments thereto.  This opinion speaks only as of its date and we assume no
obligation to update this opinion should circumstances change after the date
hereof.  This opinion is intended solely for use in connection with the issuance
and sale of shares subject to the Registration Statement and is not to be relied
upon for any other purpose.


                              Very truly yours,

                              FENWICK & WEST LLP


                              By: /s/ Fenwick & West LLP
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