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EXHIBIT 5.1
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
October 27, 2000
eMachines, Inc.
14350 Myford Road Suite 100
Irvine, CA 92606
RE: REGISTRATION STATEMENT ON FORM S-8/S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8/S-3 to be filed by
you with the Securities and Exchange Commission on October 30, 2000 (as such may
thereafter be amended or supplemented, the "Registration Statement"), in
connection with the registration under the Securities Act of 1933, as amended,
of 9,363,273 shares of your Common Stock, $0.0000125 par value, including
9,086,891 shares (the "Shares") that may be issued under the eMachines 1998
Stock Plan, the FreePC 1999 Stock Plan (the "FreePC Plan"), the eMachines 2000
Employee Stock Purchase Plan, warrants issued or issuable upon the exercise of
outstanding options granted under the FreePC Plan and the 1999 Guide.com Plan,
and other outstanding individual stock option agreements in the forms specified
in the Registration Statement.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, the Shares, when issued and sold in the manner described in the
Registration Statement and in accordance with the resolutions adopted by the
Board of Directors of the Company, 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, including the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
