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EXHIBIT 5.1
August 21, 2000
Echelon Corporation
415 Oakmead Parkway
Sunnyvale, CA 94086
Re: Registration Statement on Form S-8
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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 August 21, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of (i) 3,289,153 shares of your Common Stock
reserved for issuance under the 1997 Stock Plan (the "1997 Plan") and (ii)
200,000 shares of your Common Stock reserved for issuance under the 1998
Director Option Plan (the "Director Plan"). The 3,289,153 shares of Common Stock
reserved under the 1997 Plan, and the 200,000 shares of Common Stock reserved
under the Director Plan are referred to collectively hereinafter as the
"Shares", and the 1988 Plan, the 1997 Plan and the Director Plan are referred to
hereinafter collectively as the "Plans". As your legal counsel, we have
examined the proceedings taken and proposed to be taken in connection with the
issuance, sale and payment of consideration for the Shares to be issued under
the Plans.
It is our opinion that, when issued and sold in compliance with applicable
prospectus delivery requirements and in the manner referred to in the Plans and
pursuant to the agreements which accompany 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 further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
