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EXHIBIT 5.1
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
January 18, 2001
Akamai Technologies, Inc.
500 Technology Square
Cambridge, MA 02139
Ladies and Gentlemen:
This opinion is furnished to you in connection with the Registration
Statement on Form S-3 (the "Registration Statement") being filed by Akamai
Technologies, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Company's:
(i) common stock, $0.01 par value per share (the "Common Stock");
(ii) preferred stock, $0.01 par value per share (the "Preferred Stock");
(iii) senior debt securities (the "Senior Debt Securities");
(iv) subordinated debt securities (the "Subordinated Debt Securities" and,
together with the Senior Debt Securities, the "Debt Securities"); and
(v) warrants to purchase Common Stock, Preferred Stock, Senior Debt
Securities or Subordinated Debt Securities (the "Warrants");
all of which may be issued from time to time on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act at an aggregate initial offering
price not to exceed $500,000,000.
The Senior Debt Securities may be issued pursuant to one or more Indentures
between the Company and a trustee to be named in such Indenture(s); and the
Subordinated Debt Securities may be issued pursuant to Indentures between the
Company and a trustee to be named in such Indenture(s) (collectively, the
"Indentures").
Warrants will be issued pursuant to a Warrant Agreement between the Company
and a bank or trust company as Warrant Agent.
We have examined the Registration Statement, including the exhibits
thereto, and such other documents, corporate records and instruments, and have
examined such laws and regulations as we have deemed necessary for purposes of
rendering the opinions set forth herein.
In our examination of such legal documents, we have assumed the genuineness
of all signatures, the legal capacity of all signatories who are natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as copies and
the authenticity of the originals of such latter documents. Insofar as this
opinion relates to factual matters, we have assumed with your permission and
without independent investigation that the statements of the Company contained
in the Registration Statement are true and correct as to all factual matters
stated therein.
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Akamai Technologies, Inc.
January 18, 2001
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We have relied as to certain matters on information obtained from public
officials, officers of the Company, and other sources believed by us to be
reliable and we have assumed that the Indentures will be duly authorized,
executed and delivered by all parties thereto other than the Company and the
Warrant Agreement will be duly authorized, executed and delivered by all parties
thereto other than the Company, assumptions which we have not independently
verified. We are expressing no opinion herein as to the application of or
compliance with any federal or state law or regulation to the power, authority
or competence of any party to any Indenture or Warrant Agreement other than the
Company. We have assumed that such agreements are or will be the valid and
binding obligations of each party thereto other than the Company, and
enforceable against each such other party in accordance with their respective
terms.
We are opining herein solely with respect to the federal laws of the United
States, the state laws of the Commonwealth of Massachusetts and the Delaware
General Corporation Law statute. To the extent that the laws of any other
jurisdiction govern any of the matters as to which we are opining herein, we
have assumed with your permission and without any independent investigation that
such laws are identical to the state laws of the Commonwealth of Massachusetts,
and we are expressing no opinion herein as to whether such assumptions are
reasonable or correct.
Our opinions below are qualified to the extent that they may be subject or
affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium,
usury, fraudulent conveyance or similar laws affecting the rights of creditors
generally, and general equity principles (including limitations on the
enforceability of a penalty), (ii) statutory or decisional law concerning
recourse by creditors to security in the absence of notice or hearing, and (iii)
duties and standards imposed on creditors and parties to contracts, including,
without limitation, requirements of good faith, reasonableness and fair dealing.
Furthermore, we express no opinion as to the availability of any equitable or
specific remedy, or as to the successful assertion of any equitable defense,
upon any breach of any agreements or documents or obligations referred to
therein, or any other matters, inasmuch as the availability of such remedies or
defenses may be subject to the discretion of a court. We express no opinion as
to the enforceability of any indemnity provision that indemnifies any person
against damages arising from its own negligence or misconduct.
Based upon such examination, we are of the following opinion that:
1. With respect to the Common Stock, when (i) specifically authorized for
issuance by the Company's Board of Directors or an authorized committee
thereof (the "Authorizing Votes"), (ii) the Registration Statement has
become effective under the Securities Act, (iii) the terms of the sale of
the Common Stock have been duly established in conformity with the
Company's Certificate of Incorporation and By-laws and assuming such terms
and sale do not violate any applicable law or result in a default under or
breach of any agreement or instrument binding on the Company and comply
with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company, (iv) the Common Stock has been
issued and sold as contemplated by the Registration Statement, and (v) the
Company has received the consideration provided for in the Authorizing
Votes and such consideration per share is not less than the par value per
share of the Common Stock, the Common Stock will be validly issued, fully
paid and non-assessable.
2. With respect to the Preferred Stock, when (i) specifically authorized for
issuance by the Authorizing Votes, (ii) the Registration Statement has
become effective under the Securities Act, (iii) appropriate Certificate or
Certificates of Designation relating to a class or series of the Preferred
Stock to be sold under the Registration Statement have been duly authorized
and adopted and filed with the Secretary of State of the State of Delaware,
(iv) the terms of issuance and sale of shares of such class or series of
Preferred Stock have been duly established in conformity with the Company's
Certificate of Incorporation and By-laws and assuming such terms and sale
do not violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Company and comply with any
requirement or restriction imposed
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Akamai Technologies, Inc.
January 18, 2001
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by any court or governmental body having jurisdiction over the Company, (v)
shares of such class or series of Preferred Stock have been duly issued and
sold as contemplated by the Registration Statement, and (vi) the Company
has received the consideration provided for in the Authorizing Votes and
such consideration per share is not less than par value per share of the
Preferred Stock, such Preferred Stock will be validly issued, fully paid,
and non-assessable.
3. With respect to the Debt Securities, when (i) specifically authorized for
issuance by the Authorizing Votes, (ii) the Registration Statement has
become effective under the Securities Act, (iii) the terms of the Debt
Securities and of their issue and sale have been duly established in
conformity with the applicable Indenture and assuming such terms and sale
do not violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Company and comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, (iv) such Debt Securities have been duly
executed and authenticated in accordance with the applicable Indenture and
issued and sold as contemplated in the Registration Statement, and (v) the
Company has received the consideration provided for in the Authorizing
Votes, such Debt Securities will constitute valid and binding obligations
of the Company enforceable against the Company in accordance with their
respective terms.
4. With respect to the Warrants and any securities issuable upon the
conversion of the Warrants, when (i) specifically authorized for issuance
by the Authorizing Votes, (ii) the Registration Statement has become
effective under the Securities Act, (iii) the Warrant Agreement relating to
the Warrants has been duly authorized, executed and delivered, (iv) the
terms of the Warrants and any securities issuable upon the conversion of
the Warrants and of their issuance and sale have been duly established in
conformity with the Warrant Agreement and assuming such terms and sale do
not violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Company and comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, (v) the Warrants have been duly executed and
countersigned in accordance with the Warrant Agreement and issued and sold
as contemplated by the Registration Statement, (vi) any securities issuable
upon the conversion of the Warrants have been duly authorized and reserved
for issuance by all necessary corporate action on the part of the Company,
and (vii) the Warrants have been exercised in accordance with their
respective terms and the Company has received the consideration provided
for in the Authorizing Votes, the Warrants will constitute valid and
binding obligations of the Company enforceable against the Company in
accordance with their respective terms and the securities underlying such
Warrants will be validly issued, fully paid and non-assessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Common Stock, Preferred Stock, Debt Securities and
Warrants while the Registration Statement is in effect and may not be used,
quoted or relied upon for any other purpose nor may this opinion be furnished
to, quoted to or relied upon by any other person or entity, for any purpose,
without our prior written consent.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of this
Firm's name therein and in the related Prospectus under the caption "Validity of
Securities." In giving such consent, we do not hereby admit that we are in the
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Akamai Technologies, Inc.
January 18, 2001
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category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
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HALE AND DORR LLP
