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EXHIBIT 5.1
June 20, 2000
Handspring, Inc.
189 Bernardo Avenue
Mountain View, California 94043
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-8
(the "REGISTRATION STATEMENT") to be filed by Handspring, Inc., a Delaware
corporation (the "COMPANY"), with the Securities and Exchange Commission (the
"COMMISSION") on or about June 21, 2000 in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate of 44,002,992
shares of the Company's Common Stock (the "STOCK"). The shares of the Stock are
subject to issuance by the Company upon the exercise of (a) stock options
granted under the Company's 1998 Equity Incentive Plan, as amended, which plan
has been terminated and under which no further options will be granted (the
"1998 PLAN"), (b) stock options granted under the Company's 1999 Executive
Equity Incentive Plan, as amended, which plan has been terminated and under
which no further options will be granted (the "1999 PLAN"), (c) stock options
granted or to be granted under the Company's 2000 Equity Incentive Plan (the
"2000 INCENTIVE PLAN"), or (d) purchase rights granted or to be granted under
the Company's 2000 Employee Stock Purchase Plan, as amended (the "PURCHASE
PLAN"). The plans referred to in clauses (a) through (d) above are collectively
referred to in this letter as the "PLANS"). In rendering this opinion, we have
examined the following.
(1) the Company's First Amended and Restated Certificate of
Incorporation, certified by the Delaware Secretary of State on
May 16, 2000 and the subsequent Certificate of Amendment of
First Amended and Restated Certificate of Incorporation,
certified by the Delaware Secretary of State on May 31, 2000.
(2) the Company's Bylaws, certified by the Company's Secretary on
May 16, 2000.
(3) the Registration Statement, together with the Exhibits filed as
a part thereof or incorporated therein by reference.
(4) the Prospectuses prepared in connection with the Registration
Statement.
(5) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in the
Company's minute books and the minute books of the Company's
predecessor, Handspring, Inc., a California corporation
("HANDSPRING CALIFORNIA"), that are in our possession.
(6) the stock records that the Company has provided to us
(consisting of a list of stockholders and a list of option
holders respecting the Company's capital stock and of any rights
to purchase capital stock, or reserves for future issuance of
capital stock, that was prepared by the Company and dated June
20, 2000 verifying the number of such issued and outstanding
securities.
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(7) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and
other representations.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the legal capacity of all persons or entities executing the same, the
lack of any undisclosed termination, modification, waiver or amendment to any
document reviewed by us and the due authorization, execution and delivery of all
documents where due authorization, execution and delivery are prerequisites to
the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information obtained from public
officials, records and documents referred to above. We have made no independent
investigation or other attempt to verify the accuracy of any of such information
or to determine the existence or non-existence of any other factual matters;
however, we are not aware of any facts that would cause us to believe that the
opinion expressed herein is not accurate.
We are admitted to practice law in the State of California, and we
render this opinion only with respect to, and express no opinion herein
concerning the application or effect of the laws of any jurisdiction other than,
the existing laws of the United States of America, of the State of California
and, with respect to the validity of corporate action and the requirements for
the issuance of stock, of the State of Delaware.
Based upon the foregoing, it is our opinion that the 44,002,992 shares
of Stock that may be issued and sold by the Company upon the exercise of (a)
stock options granted under the 1998 Plan and the 1999 Plan; (b) stock options
granted or to be granted under the 2000 Incentive Plan; and (c) purchase rights
granted or to be granted under the Purchase Plan, when issued, sold and
delivered in accordance with the applicable plan and purchase agreements to be
entered into thereunder and in the manner and for the consideration stated in
the Registration Statement and the relevant Prospectus, will be 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 all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto. This opinion speaks only as of its date and we assume no
obligation to update this opinion should circumstances change after the date
hereof. This opinion is intended solely for use in connection with issuance and
sale of shares subject to the Registration Statement and is not to be relied
upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
By: /s/ DENNIS R. DeBROECK
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Dennis R. DeBroeck
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