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EXHIBIT 5.1
August 1, 2000
Resonate Inc.
385 Moffett Park Drive
Sunnyvale, California 94089
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Resonate Inc. (the "Company") of a Registration
Statement on Form S-1 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission"), covering an underwritten public offering
of up to 4,600,000 shares of Common Stock (the "Common Stock").
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Amended and
Restated Certificate of Incorporation and Bylaws, and the originals or copies
certified to our satisfaction of such records, documents, certificates,
memoranda and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below, (ii) assumed that the
Amended and Restated Certificate of Incorporation as set forth in Exhibit 3.1 to
the Registration Statement, will have been duly approved and filed with the
office of the Delaware Secretary of State and (iii) assumed that the shares of
Common Stock will be sold by the Underwriters at a price established by the
Pricing Committee of the Board of Directors of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Common Stock, when sold and issued in accordance with the
Registration Statement and related Prospectus, will be duly and validly issued,
fully paid and nonassessable and that the issuance of the Common Stock will be
duly authorized by all necessary corporate action.
We consent to the reference to our firm under the caption "Legal Matters"
in the Prospectus included in the Registration Statement and any amendment
thereto and to the filing of this opinion as an exhibit to the Registration
Statement and any amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
