<PAGE> 1
EXHIBIT 5.1
June 6, 2000
McAfee.com Corporation
2805 Bowers Avenue
Santa Clara, California 95051
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 June 6, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 2,185,050 shares of your
Class A Common Stock issuable under your 1999 Amended and Restated Stock Plan
and 1,000,000 shares of your Class A Common Stock issuable under your 1999
Employee Stock Purchase Plan. Such shares of Class A Common Stock are referred
to herein as the "Shares" and the 1999 Amended and Restated Stock Plan and the
1999 Employee Stock Purchase Plan are referred to herein as the "Plans." As your
counsel in connection with this transaction, we have examined the proceedings
taken and are familiar with the proceedings proposed to be taken by you in
connection with the issuance and sale of the Shares pursuant to the Plans.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken by you prior to the issuance of
the Shares pursuant to the Registration Statement and the Plans and upon
completion of the actions being taken in order to permit such transactions to be
carried out in accordance with the securities laws of the various states where
required, the Shares will be legally and validly issued, fully-paid and
non-assessable.
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 and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
