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EXHIBIT 5.0
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
October 5, 2000
Digital Island, Inc.
45 Fremont Street, 12th Floor
San Francisco, CA 94105
Re: Digital Island, Inc.-Registration Statement for Offering of an
Aggregate of 78,679 Shares of Common Stock
Dear Ladies and Gentlemen:
We have acted as counsel to Digital Island, Inc. a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
78,679 shares of common stock authorized for issuance (the "Shares") under the
SoftAware, Inc. 1999 Stock Option/Stock Issuance Plan (the "Plan"). The plan,
together with the outstanding options thereunder, has been assumed by the
Company in connection with the Company's acquisition of SoftAware, Inc. through
a merger transaction effected pursuant to an Agreement and Plan of
Reorganization, dated July 17, 2000.
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the assumption of the Plan
and the outstanding options thereunder. Based on such review, we are of the
opinion that, if, as and when the Shares have been issued and sold (and the
consideration therefor received) pursuant to the provisions of stock option
agreements representing the stock options assumed under the Plan and in
accordance with the Registration Statement, such Shares will be duly authorized,
legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plan or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
