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EXHIBIT 5.1
October 2, 2000
Palm, Inc.
5470 Great America Parkway
Santa Clara, CA 95052
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 October 2, 2000 (as such
may thereafter be amended or supplemented the "Registration Statement") in
connection with the registration under the Securities Act of 1933, as amended,
of 35,500,000 shares of your Common Stock (the "Shares") that are to be issued
pursuant to the Palm, Inc. ("Palm") 1999 Stock Plan, 1999 Employee Stock
Purchase Plan and Amended and Restated 1999 Director Option Plan (collectively
the "Plans"). 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 under the Plans and pursuant to the
agreements related thereto.
It is our opinion that, when issued and sold in the manner referred to in
the Plans and pursuant to the agreements that accompany the Plans, the Shares
will be duly authorized, legally and 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 the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
