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EXHIBIT 5.1
September 25, 2000
AvantGo, Inc.
1700 South Amphlett Blvd.
Suite 300
San Mateo, CA 94402
Ladies and Gentlemen:
We are acting as counsel for AvantGo, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, of 6,325,000 shares of Common Stock, par value $0.0001 per
share (the "Common Stock"), of the Company (including 825,000 shares subject to
the underwriters' over-allotment option) to be offered and sold by the Company.
In this regard, we have participated in the preparation of a Registration
Statement on Form S-1 relating to such 6,325,000 shares of Common Stock. Such
Registration Statement, as amended, and including any registration statement
related thereto and filed pursuant to Rule 462(b) under the Securities Act (a
"Rule 462(b) registration statement") is herein referred to as the "Registration
Statement."
We are of the opinion that the shares of Common Stock to be offered and
sold by the Company (including any shares of Common Stock registered pursuant to
a Rule 462(b) registration statement) have been duly authorized and, when issued
and sold by the Company in the manner described in the Registration Statement,
will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.
Very truly yours,
/s/ Perkins Coie LLP
PERKINS COIE LLP
