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Exhibit 5
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November 13, 2000
CacheFlow Inc.
650 Almanor Avenue
Sunnyvale, California 94539
Re: CacheFlow Inc. Registration Statement
for Offering of 2,000,000 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 2,000,000 shares of
Common Stock under the 1999 Stock Incentive Plan. We advise you that, in our
opinion, when such shares have been issued and sold pursuant to the applicable
provisions of the 1999 Stock Incentive Plan and in accordance with the
Registration Statement, such shares will be validly issued, fully paid and
nonassessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
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Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP
