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EXHIBIT 5.1
[ON WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
July 17, 2000
Corio, Inc.
959 Skyway Road, Suite 100
San Carlos, CA 94070
RE: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have examined the registration statement on Form S-1, as amended,
filed by Corio, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of up to 10,000,000 shares of the Company's
common stock (including an over-allotment of up to 1,500,000 shares of the
Company's common stock granted to the underwriters) (collectively, the
"Shares"). The Shares are to be sold to the underwriters for resale to the
public as described in the registration statement and pursuant to the
underwriting agreement filed as an exhibit thereto. As legal counsel to the
Company, we have examined the proceedings proposed to be taken in connection
with said sale and issuance of the Shares.
Based upon the foregoing, we are of the opinion that the Shares, when
issued in the manner described in the registration statement, will be duly
authorized, 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 propsectus constituting a part thereof,
and any amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
