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EXHIBIT 5.1
LETTERHEAD OF
ORRICK, HERRINGTON & SUTCLIFFE LLP
August 10, 2000
WatchGuard Technologies, Inc.
316 Occidental Avenue South
Suite 200
Seattle, WA 98104
Re: Registration Statement on Form S-8 of Shares of Common Stock, par
value $0.01 per share, of WatchGuard Technologies, Inc.
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission with respect to shares of Common Stock, par
value $.01 per share, which may be issued as follows: up to 3,000,000 shares
pursuant to the WatchGuard Technologies, Inc. 2000 Stock Purchase Plan. We have
examined the Registration Statement and such documents and records of the
Company and other documents as we have deemed relevant and necessary for the
purpose of this opinion. In giving this opinion, we are assuming the
authenticity of all instruments presented to us as originals, the conformity
with originals of all instruments presented to us as copies and the genuineness
of all signatures. Based upon and subject to the foregoing, we are of the
opinion that any shares that may be issued pursuant to the plans have been duly
authorized and that, upon the due execution by the Company and the registration
by its registrar of such shares, the sale thereof by the Company in accordance
with the terms of the plans, the receipt of consideration therefor in accordance
with the terms of the plans, such shares will be validly issued, fully paid and
nonassessable. We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
Orrick, Herrington & Sutcliffe LLP
