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EXHIBIT 5.1
GRAYCARY.TECHNOLOGY'S LEGAL EDGE(SM)
4365 Executive Drive, Suite 1600
San Diego, CA 92121-2189
www.graycary.com
O] 858-677-1486
F] 858-677-1477
August 17, 2000
OUR FILE NO. 105477-160025
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: WEBSIDESTORY, INC. REGISTRATION STATEMENT ON FORM S-1
FILE NO. 333-34976
Ladies and Gentlemen:
As counsel to WebSideStory, Inc. (the "Company") we are rendering this opinion
in connection with a proposed sale of those certain shares of the Company's
newly-issued Common Stock as set forth in the Registration Statement on Form
S-1, File No. 333-34976, to which this opinion is being filed as Exhibit 5.1
(the "Shares"). We have examined all instruments, documents and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies.
We express no opinion with respect to (i) the availability of equitable
remedies, including specific performance, or (ii) the effect of bankruptcy,
insolvency, reorganization, moratorium or equitable principles relating to or
limiting creditors' rights generally.
Based on such examination, we are of the opinion that the Shares identified in
the above-referenced Registration Statement will be, upon effectiveness of the
Registration Statement and receipt by the Company of payment therefor, validly
authorized, legally issued, fully paid, and nonassessable.
SILICON VALLEY SAN DIEGO SAN DIEGO/GOLDEN TRIANGLE
SAN FRANCISCO AUSTIN SEATTLE SACRAMENTO LA JOLLA
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GRAY CARY WARE & FREIDENRICH LLP
Securities and Exchange Commission
August 17, 2000
Page Two
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement, and to the use of our name wherever it
appears in said Registration Statement, including the Prospectus constituting a
part thereof, as originally filed or as subsequently amended.
Respectfully submitted,
/s/ GRAY CARY WARE & FREIDENRICH LLP
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GRAY CARY WARE & FREIDENRICH LLP
Gray Cary\GT\6197502.1
105477-160025
