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EXHIBIT 5.1
Orrick, Herrington & Sutcliffe LLP
December 4, 2000
WatchGuard Technologies, Inc.
505 Fifth Avenue, Suite 200
Seattle, Washington 98104
Re: Registration Statement on Form S-8 for 2000 Qiave Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to WatchGuard Technologies, Inc. (the "Company")
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"), that the Company is filing with the Securities and Exchange Commission
with respect to 100,856 shares of Common Stock, $.001 par value per share (the
"Shares"), in connection with the WatchGuard Technologies, Inc. 2000 Qiave Stock
Option Plan (the "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 on and subject to the foregoing, we are of the opinion that any
Shares that may be issued pursuant to the Plan have been duly authorized and
that, upon (i) due execution by the Company of such Shares, (ii) the
registration by the Company's registrar of such Shares, (iii) the sale of such
Shares by the Company in accordance with the terms of the Plan and (iv) the
receipt of consideration for such Shares in accordance with the terms of the
Plan, 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 and any amendment thereto. 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,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
