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EXHIBIT 5.1
[IRELL & MANELLA LLP LETTERHEAD]
June 6, 2000
Covad Communications Group, Inc.
2330 Central Expressway
Santa Clara, California 95050
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
you with the Securities and Exchange Commission on or about June 6, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 5,249,902 shares of Common Stock of Covad
Communications Group, Inc. (the "Shares") to be sold by you and 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
IRELL & MANELLA LLP
GMT
