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EXHIBIT 5.1
[Wilson Sonsini Goodrich and Rosati Letterhead]
October 11, 2000
OmniSky Corporation
1001 Elwell Court
Palo Alto, CA 94303
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 11, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of: 9,508,134 shares of Common Stock
reserved for issuance under the OmniSky Corporation 1999 Stock Plan; 4,150,429
shares of Common Stock reserved for issuance under the OmniSky Corporation 2000
Stock Plan; and 750,000 shares of Common Stock reserved for issuance under the
OmniSky Corporation 2000 Employee Stock Purchase Plan (collectively referred to
as 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 such Common Stock under the Plans.
It is our opinion that, when issued and sold in the respective manners
referred to in the Plans, and pursuant to the agreements which accompany the
Plans, the Common Stock issued and sold thereby 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, including any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
Professional Corporation
