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EXHIBIT 5.1
July 13, 2000
At Road, Inc.
47200 Bayside Parkway
Fremont, CA 94538
Registration Statement on Form S-1
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed by you, At
Road, Inc., with the Securities and Exchange Commission (the "Registration
Statement") on July 13, 2000 in connection with the registration under the
Securities Act of 1933, as amended, of shares of your Common Stock (the
"Shares"). As your counsel in connection with this transaction, 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.
It is our opinion that, assuming effectiveness of the Registration
Statement, the Shares when issued and sold in the manner described in the
Registration Statement will be legally and validly issued, fully paid and
nonassessable.
We are admitted to practice law only in the State of California and
accordingly, we express no opinion as to any matter relating to the laws of any
jurisdiction other than the laws of the State of California and the federal
securities laws of the United States. 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 in any amendment thereto.
Sincerely,
VENTURE LAW GROUP
A Professional Corporation
/s/ Venture Law Group
THN
