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Exhibit 5.1
August 4, 2000
PeoplePC Inc.
100 Pine Street, Suite 1100
San Francisco, CA 94111
Re: PeoplePC Inc. (the "Company") Registration Statement on Form S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed by you with
the Securities and Exchange Commission (the "Commission") on April 5, 2000, as
amended (the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of up to 13,225,000
shares of your Common Stock (the "Shares"). The Shares, which include up to
1,725,000 shares of Common Stock issuable pursuant to an over-allotment option
granted to the underwriters (the "Underwriters"), are to be sold to the
Underwriters as described in such Registration Statement for sale to the public.
As your counsel in connection with this transaction, we have examined the
proceedings proposed to be taken by you in connection with the issuance and sale
of the Shares.
Based on the foregoing, 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 taken
in order to permit such transactions to be carried out in accordance with the
securities laws of 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 nonassessable.
We express no opinion as to any matter relating to the laws of any
jurisdiction other than the laws of the States of California and Delaware and
the federal 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,
which has been approved by us, as such may be further amended or supplemented,
or incorporated by reference in any Registration Statement relating to the
prospectus filed pursuant to Rule 462(b) of the Act.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
