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Exhibit 5.1
[Brobeck, Phleger & Harrison LLP Letterhead]
June 22, 2000
Rackspace.com, Inc.
112 East Pecan Street, Suite 600
San Antonio, Texas 78205
Re: Rackspace.com, Inc. Registration Statement on Form S-1
for 3,200,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Rackspace.com, Inc., a Delaware
corporation (the "Company"), in connection with the proposed issuance and
sale by the Company of up to 3,200,000 shares of the Company's Common Stock
(the "Shares") pursuant to the Company's Registration Statement on Form S-1
(the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act").
This opinion is being furnished in accordance with the
requirements of Item 16(a) of Form S-1 and Item 601(b)(5)(i) of Regulation
S-K.
We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with the issuance
and sale of the Shares. Based on such review, we are of the opinion that the
Shares have been duly authorized, and if, as and when issued in accordance
with the Registration Statement and the related prospectus (as amended and
supplemented through the date of issuance) will be legally issued, fully paid
and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus which is part of the Registration
Statement. In giving this consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of
the Act, the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, or Item 509 of Regulation S-K.
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[Letterhead]
Rackspace.com, Inc. June 22, 2000
Page 2
This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and
which may alter, affect or modify the opinion expressed herein. Our opinion
is expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company or the Shares.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
