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EXHIBIT 5.1
September 15, 2000
Corio, Inc.
959 Skyway Road, Suite 100
San Carlos, CA 94070
Re: Registration Statement on Form S-8
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 15, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933 of 1,000,000 shares of your Common Stock under the
2000 Employee Stock Purchase Plan, and 16,240,970 shares of your Common Stock
under the 1998 Stock Plan, as amended. Such shares of Common Stock are referred
to herein as the "Shares," and such plans are referred to herein as the "Plans."
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 issuance and sale of the Shares pursuant to the
Plans.
It is our opinion that, when issued and sold in the manner described in the
Plans and pursuant to the agreements which accompany each grant or purchase
under the Plans, the Shares 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 consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
