<PAGE>
EXHIBIT 5.1
October 24, 2000
AT ROAD, INC.
47200 Bayside Parkway
Fremont, CA 94538
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
------------
Statement") filed by you with the Securities and Exchange Commission (the
---------
"Commission") on or about October 24, 2000 in connection with the registration
-----------
under the Securities Act of 1933, as amended, of a total of 23,364,773 shares of
your Common Stock (the "Shares") reserved for issuance under the 1996 Stock
------
Option Plan, the 2000 Stock Option Plan, the 2000 Directors' Stock Option Plan
and the 2000 Employee Stock Purchase Plan. 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 upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement 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 the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
/s/ VENTURE LAW GROUP
Venture Law Group
A Professional Corporation
