December 13, 2000
F5 Networks, Inc.
200 First Avenue, Suite 500
Seattle, Washington 98119
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is furnished to F5 Networks, Inc. (the "Company") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the proposed sale by the Company
of up to 2,895,000 shares (the "Shares") of common stock, no par value (the
"Common Stock"), issuable by the Company pursuant to the Company's 2000 Employee
Equity Incentive Plan (the "Plan"), two Nonqualified Stock Option Agreement
dated July 24, 2000 between the Company and John McAdam and the Nonqualified
Stock Option Agreement dated October 23, 2000 between the Company and Jeff
Pancottine (collectively, the "Option Agreements").
We have based our opinion upon our review of the following records,
documents, instruments and certificates:
a) the Articles of Incorporation of the Company;
b) the Bylaws of the Company;
c) records certified to us by an officer of the Company as constituting all
records of proceedings and of actions of the Board of Directors and
shareholders relating to the adoption of the Plan and approval of the
Option Agreement and the reservation of the Shares for issuance pursuant to
the Plan and the Option Agreement;
d) the Plan; and
e) the Option Agreements.
In connection with this opinion, we have, with your consent, assumed the
authenticity of all records, documents and instruments submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the authenticity and conformity to the originals of all records,
documents and instruments submitted to us as copies.
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This opinion is limited to the laws of the State of Washington. We disclaim
any opinion as to any statute, rule, regulation, ordinance, order or other
promulgation of any other jurisdiction or any federal, regional or local
governmental body.
Based upon the foregoing and our examination of such questions of law as we
have deemed necessary or appropriate for the purpose of this opinion, and
subject to the assumptions and qualifications expressed herein, it is our
opinion that the reservation for issuance of the Shares pursuant to the Plan and
the Option Agreements has been duly authorized and upon payment of the purchase
price for the Shares and issuance and delivery of the Shares pursuant to the
terms of the Plan or the Option Agreements, the Shares will be validly issued,
fully paid and non-assessable.
Our opinion is qualified to the extent that in the event of a stock split,
share dividend or other reclassification of the Common Stock effected subsequent
to the date hereof, the number of shares of Common Stock issuable under the Plan
or the Option Agreement may be adjusted automatically, as set forth in those
documents, such that the number of such shares, as so adjusted, may exceed the
number of Company's remaining authorized, but unissued shares of Common Stock
following such adjustment.
We expressly disclaim any obligation to advise you of any developments in
areas covered by this opinion that occur after the date of this opinion.
We hereby authorize and consent to the use of this opinion as Exhibit 5.1
to the Registration Statement.
Very truly yours,
/s/ Heller Ehrman White & McAuliffe LLP
