<PAGE>
Exhibit 5.1
December 1, 2000
PeoplePC Inc.
100 Pine Street, Suite 1100
San Francisco, CA 94111
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 September 5, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of the 1999 Stock Plan (as to 9,597,898
shares), the 2000 Stock Plan (as to 11,752,800 shares) and the 2000 Employee
Stock Purchase Plan (as to 6,600,000 shares) (collectively, the "Plans" and the
"Shares" as appropriate). As legal counsel for PeoplePC Inc., 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 pursuant to the
Plans.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plans and pursuant to the agreement that accompanies each grant
under the Plans, will be legally and validly issued, fully-paid and non-
assessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement and further consent to the use of our name wherever appearing in said
Registration Statement, and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
