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EXHIBIT 5.1
OPINION OF COOLEY GODWARD LLP
June 29, 2000
InterNAP Network Services Corporation
601 Union Street, Suite 1000
Seattle, WA 98101
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by InterNAP Network Services Corporation, a Washington
corporation (the "Company"), of a Registration Statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") covering up to 1,346,840 shares of the Company's Common Stock,
$.001 par value (the "Shares"), for issuance pursuant to the CO Space, Inc. 1999
Stock Incentive Plan (the "Plan"), which has been assumed by the Company
pursuant to the Agreement and Plan of Merger and Reorganization, dated as of May
26, 2000, by and among the Company, Cowboy Acquisition Corp., a Delaware
corporation, and CO Space, Inc., a Delaware corporation, as amended by
Amendment No. 1 to Agreement and Plan of Merger and Reorganization, dated as
of June 12, 2000, by and among such parties.
In connection with this opinion, we have examined and relied upon the
Registration Statement and related Prospectus, the Company's Articles of
Incorporation, as amended, and Bylaws, as currently in effect, and the originals
or copies certified to our satisfaction of such records, documents,
certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Registration
Statement, the Plan and the options to be granted thereunder will be validly
issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Christopher W. Wright
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Christopher W. Wright
