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Exhibit 5.1
November 20, 2000
Phone.com, Inc.
800 Chesapeake Drive
Redwood City, California 94063
Re: Registration Statement on Form S-8 of Phone.com, Inc.
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Ladies and Gentlemen:
We have acted as special counsel to Phone.com, Inc., a Delaware
corporation (the "Company"), in connection with the proposed issuance by the
Company of up to 12,520,161 shares of common stock, par value $0.001 per share
of the Company (the "Shares"), pursuant to the Software.com, Inc. 1995 Stock
Plan, the Software.com, Inc. 2000 Nonstatutory Plan, the Software.com, Inc. 1999
Employee Stock Purchase Plan, the At Mobile.com, Inc. Amended and Restated 1997
Stock Option Plan, the bCandid Corporation 1999 Equity Incentive Plan, the
Mobility.Net Corporation 1999 Stock Option Plan and Stock Option Agreements,
dated September 25, 1998 and November 20, 1998, between Software.com, Inc. and
John MacFarlane (collectively the "Plans").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Company's Post-Effective Amendment No. 1 on Form S-8 to the registration
statement on Form S-4, relating to the Shares, filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act on November 20,
2000 (together with all exhibits thereto the "Registration Statement"), (ii) the
Amended and Restated Certificate of Incorporation of the Company, as currently
in effect, (iii) the Amended and Restated By-Laws of the Company, as currently
in effect, (iv) the form of common stock certificate as filed with the
Securities Exchange Commission as an exhibit to Form S-1A, on May 24, 1999 (the
"Form of Common Stock Certificate"), (v) the Plans; and (vi) the forms of option
agreement between the Company and the employees, directors and officers
receiving options (the "Option Agreements"). We have also examined originals or
copies, certified or otherwise identified to our satisfaction, of such records
of the Company and such agreements, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic
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copies and the authenticity of the originals of such latter documents. In making
our examination of documents executed or to be executed by parties other than
the Company, we have assumed that such parties had the power, corporate or
other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof. We have further assumed (i) that each of the Option
Agreements to be entered into between the Company and the employees, directors
and officers receiving options under the Plans will conform to the applicable
form of agreement examined by us, (ii) that no options will be granted under the
Plans with exercise prices below the then par value of the Shares and (iii) that
no adjustment to the exercise price of any option will result in a reduction of
the price per Share issuable upon the exercise of any option to a price below
the par value of the Shares at the time of exercise. As to any facts material to
the opinions expressed herein which we have not independently established or
verified, we have relied upon oral or written statements and representations of
officers and other representatives of the Company and others.
Members of our firm are admitted to the Bar in the State of California, and
we do not express any opinion as to the laws of any other jurisdiction other
than the General Corporation Law of the State of Delaware to the extent
specifically referred to herein.
Based upon and subject to the foregoing, we are of the opinion that the
Shares to be issued under the Plans have been duly authorized, and, when the
Shares have been issued, delivered and paid for upon exercise of options duly
granted pursuant to the terms of the Plans and the Option Agreements, and the
Form of Common Stock Certificate representing Shares has been manually signed by
an authorized officer of the transfer agent and registrar for the Shares and
registered by such transfer agent and registrar, such Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving such consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Securities Act.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
