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EXHIBIT 5.01
September 22, 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-3
(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 September 25, 2000 in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate
812,245 shares of the Company's Series A Common Stock (the "Shares"), of which:
(a) 713,355 shares were issued by the Company in connection with its
acquisition of DataInsight, Inc., a Colorado corporation ("DataInsight"), and
(b) 98,890 shares were issued by the Company in connection with its acquisition
of Join Systems, Inc., a California corporation ("Join"). The Shares 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 Fifth Amended and Restated Certificate of Incorporation
filed with the Delaware Secretary of State on May 28, 1999, and the
Certificate of Amendment to the Fifth Amended and Restated Certificate
of Incorporation filed with the Delaware Secretary of State on August
28, 2000;
(2) the Company's Third Amended and Restated Bylaws, amended as of August
28, 2000;
(3) resolutions adopted by the Company's board of directors at a meeting
held on January 13, 2000, resolutions adopted by a special committee of
the Company's board of directors on July 14, 2000, an action by written
consent of the Company's board of directors dated June 27, 2000 and an
action by written consent of a special committee of the Board dated
July 14, 2000, approving the Company's acquisitions of DataInsight and
Join and the offer and sale of the Shares;
(4) the Registration Statement, together with the exhibits filed as a part
thereof;
(5) the prospectus prepared in connection with the Registration Statement
(the "Prospectus");
(6) 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 and warrants to purchase the Company's capital
stock, and shares reserved for issuance upon exercise of options and
warrants to be granted in the future, that was prepared by the Company
and dated of even date herewith;
(7) the Agreement and Plan of Merger dated July 14, 2000 between the
Company and DataInsight, and the Agreement and Plan of Merger dated
July 14, 2000 between the Company and Join;
(8) a Selling Stockholder's Questionnaire completed and executed by each
Selling Stockholder; 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 and completeness of all
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documents submitted to us as originals, the conformity to originals and
completeness of all documents submitted to us as copies, the legal capacity of
all persons 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 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 expressed below, we have assumed that, at or
prior to the time of the delivery of the Shares, the Registration Statement
will have been declared effective under the Securities Act of 1933, as amended,
that the registration will apply to such Shares 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 Shares.
The Company has informed us that the Selling Stockholders may offer and sell
the Shares from time to time on a delayed or continuous basis. This opinion is
limited to the laws, including the rules and regulations, as in effect on the
date hereof. We undertake no responsibility to monitor the Company's or the
Selling Stockholder's future compliance with applicable laws, rules or
regulations of the Commission or other governmental body. We also assume the
Company will timely file any and all supplements to the Registration Statement
and Prospectus as are necessary to comply with applicable laws in effect from
time to time.
Based upon the foregoing, it is our opinion that the 812,245 Shares to be
offered and 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 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
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