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EXHIBIT 5.1
[Letterhead of Wilson Sonsini Goodrich & Rosati]
December 7, 2000
Critical Path, Inc.
320 1st Street
San Francisco, California 94105
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission on or about November 22, 2000 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 1,210,495 shares of
Common Stock, par value $0.001 (the "Shares"), both issued and outstanding and
unissued and reserved for issuance pursuant to the PeerLogic, Inc. July 2000
Incentive Plan, PeerLogic, Inc. February 2000 Incentive Plan and Stock Option
Plan of PeerLogic, Inc. (the "Plans"). As your legal counsel, we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by you in connection with the sale and issuance of the Shares under the Plans.
It is our opinion that the Shares will be, when issued and sold in the
manner referred to in the Plans, 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 and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
