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EXHIBIT 5.1
September 5, 2000
Webvan Group, Inc.
310 Lakeside Drive
Foster City, California 94404
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about September 5, 2000, in
connection with the registration under the Securities Act of 1933, as amended,
of 10,868,105 shares of Common Stock of Webvan Group, Inc. (the "Shares") to be
issued under the HomeGrocer.com, Inc.'s 1997 Incentive Compensation Plan and
1999 Stock Incentive Plan (each, a "Plan").
As your legal counsel, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
sale and issuance of the Shares. It is our opinion that the Shares, when issued
and sold in the manner referred to in the Plan, as applicable, and pursuant to
the agreements which accompany the Plan, as applicable, will be legally and
validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement and further consent to the use of our name wherever appearing in said
Registration Statement and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
