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Exhibit 5.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI APPEARS HERE]
November 13, 2000
Loudcloud, Inc.
599 N. Mathilda Avenue
Sunnyvale, CA 94086
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1, as amended, filed
by Loudcloud, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of up to 11,500,000 shares of the Company's Common
Stock (including an over-allotment of up to 1,500,000 shares of the Company's
Common Stock granted to the underwriters) (the "Shares"). The Shares are to be
sold to the underwriters for resale to the public as described in the
Registration Statement and pursuant to the Underwriting Agreement to be filed as
an exhibit thereto. As legal counsel to the Company, we have examined the
proceedings proposed to be taken in connection with said sale and issuance of
the Shares. Based upon the foregoing, we are of the opinion that the Shares,
when issued in the manner described in the Registration Statement, will be duly
authorized, 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 the Prospectus constituting a part thereof, and any amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
