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EXHIBIT 5.1
August 10, 2000
Wink Communications, Inc.
1001 Marina Village Parkway
Alameda, California 94501
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 August 11, 2000 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 15,000 shares under the 1994 Stock Plan,
1,000,000 shares under the 1999 Stock Plan and 75,000 shares under the 1999
Employee Stock Purchase Plan (which Plans are referred to herein as the "Plans"
and which Shares are referred to herein as the "Shares"). 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 proposed sale and issuance of
the Shares pursuant to the Plans.
It is our opinion that, when issued and sold in the manner referred to in
the Plans, the Shares will be 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 amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
