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EXHIBIT 5
[SIMPSON THACHER & BARTLETT LETTERHEAD]
August 28, 2000
Covad Communications Group, Inc.
4520 Burton Drive
Santa Clara, CA 95054
Ladies and Gentlemen:
We have acted as counsel to Covad Communications, a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), relating to
the proposed issuance by the Company of up to 13,000,000 shares of Covad
Communications Common Stock, par value $0.001 per share (the "Covad Common
Stock"), upon consummation of the merger (the "Merger") contemplated by the
Agreement and Plan of Merger and Reorganization, dated as of June 16, 2000 (the
"Merger Agreement"), among the Company, Covad Acquisition Corporation, a
Delaware corporation and a direct, wholly owned subsidiary of the Company
("Merger Sub") and BlueStar Communications Group, Inc., a Delaware corporation
("BlueStar"). Upon consummation of the Merger, Merger Sub will be merged with
and into BlueStar and each outstanding share of common stock, and preferred
stock, of BlueStar will be converted into the right to receive shares of Covad
Common Stock (the "Shares"), all as more fully described in the Registration
Statement.
We have examined the Registration Statement a form of the Share certificate
and the Merger Agreement and the originals, or duplicates or certified or
conformed copies, of such records, agreements, instruments and other documents
and have made such other and further investigations as we have deemed relevant
and necessary in connection with the opinions expressed herein. As to questions
of fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Company.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as duplicates or certified or conformed copies, and the
authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that (1) when the Board of Directors of the
Company (the "Board") has taken all necessary corporate action to authorize and
approve the issuance of the Shares, and (2) when the Shares shall have been
issued in accordance with the terms of the Merger Agreement, the Shares will be
validly issued, fully paid and non-assessable.
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We are members of the Bar of the State of New York, and we do not express
any opinion herein concerning any law other than the Delaware General
Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement and to the use of our name under the caption "Legal
Opinions" in the Prospectus included in the Registration Statement.
Very truly yours,
SIMPSON THACHER & BARTLETT
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