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EXHIBIT 5.1
July 24, 2000
Inktomi Corporation
4100 East Third Avenue
Foster City, CA 94404
Re: REGISTRATION STATEMENT ON FORM S-8 OF INKTOMI CORPORATION
Ladies and Gentlemen:
We have acted as special counsel to Inktomi Corporation, a Delaware
corporation (the "Company"), in connection with the proposed issuance by the
Company of up to 218,028 shares of common stock, par value $0.001 per share of
the Company (the "Shares), pursuant to the Ultraseek Corporation Stock Option
Plan (the "Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Company's Registration Statement on Form S-8, relating to the Shares,
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act on July 24, 2000 (together with all exhibits thereto the
"Registration Statement"), (ii) the Amended and Restated Certificate of
Incorporation of the Company, as currently in effect, (iii) the Amended and
Restated By-Laws of the Company, as currently in effect, (iv) the form of common
stock certificate as filed with the Commission as an exhibit to Form S-1A, on
May 22, 1998 (the "Form of Common Stock Certificate"), (v) the Plan and (vi) the
standard form of option agreement entered into between Ultraseek Corporation and
its employees, directors and officers (the "Form of Option Agreement"). We have
also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of officers or other representatives of the Company and others, and such other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinions set forth herein.
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 and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof. We have further assumed (i) that the option agreement to be entered
into between the Company and each of the employees, directors and officers
receiving options under the Plans will conform to the Form of Option Agreement
which has been examined by us, (ii) that no options will be granted under the
Plans with exercise prices below the par value of the Shares and (iii) that no
adjustment to the exercise price of any option will result in a reduction of the
price per Share issuable upon the exercise of any option to a price below the
par value of the Shares at the time of exercise. As to any facts material to the
opinions expressed herein which we have not independently established or
verified, we have relied upon oral or written statements and representations of
officers and other representatives of the Company and others.
Members of our firm are admitted to the Bar in the State of California and
Delaware and we do not express any opinion as to the laws of any other
jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that the
Shares to be issued under the Plan have been duly authorized, and, when the
Shares have been issued, delivered and paid for upon exercise of options duly
granted pursuant to the terms of the Plan and the Form of Option Agreement, and
the Form of Common Stock Certificate representing Shares has been manually
signed by an authorized officer of the transfer agent and registrar for the
Shares and registered by such transfer agent and registrar, such Shares will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving such consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Securities Act.
Very truly yours,
/S/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
