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EXHIBIT 5.1
July 13, 2000
Covad Communications Group, Inc.
4250 Burton Drive
Santa Clara, California 95054
RE: REGISTRATION STATEMENT ON FORM S-1/A
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1/A to be filed by you
with the Securities and Exchange Commission on or about July 14, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 5,013,466 shares of Common Stock of Covad
Communications Group, Inc. (the "Shares") to be sold by the Selling Stockholders
named therein. As your counsel in connection with this transaction, we have
examined the proceedings proposed to be taken in connection with said sale and
issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the sale and issuance
of the Shares, and upon completion of the proceedings being taken in order to
permit such transactions to be carried out in accordance with the securities
laws of various states, where required, the Shares, when issued and sold in the
manner referred to in the Registration Statement, will be legally and 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 the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendment thereto.
Very truly yours,
/s/ IRELL & MANELLA LLP
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IRELL & MANELLA LLP
