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EXHIBIT 5.1
FORM OF OPINION
[IRELL & MANELLA LETTERHEAD]
January 9, 2001
Covad Communications Group, Inc.
4250 Burton Drive
Santa Clara, California 95054
Re: Registration Statement for 6% Convertible Senior Notes due 2005
and Common Stock
Dear Sirs:
We have acted as counsel to Covad Communications Group, Inc., a Delaware
corporation (the "Company"), and in such capacity have examined the Company's
registration statement on Form S-1 (the Form S-1 including any amendments and
supplements thereto, is referred to collectively herein as the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
(the "Commission") on January 9, 2001 under the Securities Act of 1933, as
amended. The Registration Statement relates to the proposed registration for
resale by certain selling securityholders identified in the Registration
Statement (the "Selling Securityholders") of up to $500,000,000 aggregate
principal amount of the Company's 6% Convertible Senior Notes due 2005 (the
"Notes"), and the shares of Common Stock, par value $0.001 per share (the
"Common Stock"), issuable upon conversion of the Notes.
As counsel for the Company and for purposes of this opinion, we have made
those examinations and investigations of legal and factual matters we deemed
advisable and have examined originals or copies, certified or otherwise
identified to our satisfaction as true copies of the originals, of those
corporate records, certificates, documents, and other instruments which, in our
judgment, we considered necessary or appropriate to enable us to render the
opinions expressed below, including the Company's Certificate of Incorporation,
as amended to date; the Company's Bylaws, as amended to date; and the minutes of
meetings of the Company's Board of Directors and other corporate proceedings
relating to the authorization and issuance of the Selling Securityholders'
securities. We have assumed, without independent verification, the genuineness
and authorization of all signatures and the conformity to the originals of all
copies submitted to us or inspected by us as certified, conformed, or
photostatic copies. Also, we have assumed full and proper payment to the Company
for the Notes being registered in the Registration Statement.
We express no opinion concerning the laws of any jurisdictions other than
the laws of the United States of America and the General Corporation Law of the
State of Delaware as in effect on the date hereof, and also express no opinion
with respect to the blue sky or securities laws of any state, including
Delaware.
Based upon the foregoing, we are of the opinion that (i) the Notes being
registered for resale by the Registration Statement are duly authorized,
executed by proper officers of the Company, authenticated by the trustee, and
delivered, and are validly issued and outstanding obligations of the Company,
entitled to the benefits of the indenture and (ii) to the extent that shares of
Common Stock are issued upon conversion of the Notes, such shares of Common
Stock will be duly authorized, validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us with respect to this opinion
under the heading "Legal Matters" in the prospectus which is part of the
Registration Statement.
Very truly yours,
Irell & Manella LLP
