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EXHIBIT 5.01
October 12, 2000
At Home Corporation
450 Broadway Street
Redwood City, California 94063
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by At Home Corporation, a Delaware
corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") on or about October 13, 2000 in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate of 43,000,000
shares of the Company's Series A Common Stock, $0.01 par value per share (the
"Shares"), subject to issuance by the Company upon exercise of (a) options
granted or to be granted under the Company's 1997 Equity Incentive Plan, amended
as of April 18, 2000 (the "Incentive Plan") and (b) purchase rights granted or
to be granted under the Company's 1997 Employee Stock Purchase Plan, amended as
of April 18, 2000 (the "Purchase Plan"). The plans referred to in clauses (a)
and (b) above are collectively referred to in this letter as the "Plans."
In rendering this opinion, we have examined the following:
(1) the Company's Fifth Amended and Restated Certificate of Incorporation, as
filed with the Delaware Secretary of State on May 28, 1999;
(2) Certificate of Amendment of the Company's Fifth Amended and Restated
Certificate of Incorporation, as filed with the Delaware Secretary of
State on August 28, 2000;
(3) the Company's Third Amended and Restated Bylaws, amended as of August 28,
2000;
(4) the Registration Statement, together with the exhibits filed as a part
thereof or incorporated therein by reference;
(5) the prospectuses prepared in connection with the Registration Statement
(the "Prospectus");
(6) the minutes of a meeting of the Company's Board of Directors held on
April 18, 2000 approving the filing of the Registration Statement and the
reservation of the Shares for issuance under the Plans, and minutes of a
meeting of the Company's stockholders held on June 20, 2000 approving the
amendments to the Plans;
(7) a certificate from the Company's transfer agent of even date herewith
verifying the number of the Company's issued and outstanding shares of
capital stock as of the date hereof and a summary report of currently
outstanding options, warrants and other rights to purchase the Company's
capital stock that was prepared by the Company and dated October 6, 2000;
(8) the Plans; and
(9) a Management Certificate addressed to us and dated of even date herewith
executed by the Company containing certain factual and other
representations.
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
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 Shares will be, when issued, 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 records and documents
referred to above. 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 aware of any
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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.
Based upon the foregoing, it is our opinion that the 43,000,000 Shares that
may be issued and sold by the Company upon the exercise of option and purchase
rights granted or to be granted under the Plans, when issued, sold and delivered
in accordance with the applicable Plan and agreements to be entered into
thereunder and in the manner and for the consideration stated in the
Registration Statement and the relevant Prospectus, will be 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 offer
and sale of the Shares and is not to be relied upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
By: /s/ Jeffrey R. Vetter
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Jeffrey R. Vetter, a partner
