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EXHIBIT 5
OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
December 8, 2000
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
Re: Hewlett-Packard Company
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Hewlett-Packard Company, a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-4 (File No. 333-49678), as filed with the Securities and
Exchange Commission (the "Commission") on November 9, 2000, and Amendment No. 1
to the Registration Statement, filed with the Commission on the date hereof
(such Registration Statement, as so amended, being hereinafter referred to as
the "Registration Statement"), for the purpose of registering with the
Commission under the Securities Act of 1933, as amended (the "Act"), up to
13,585,937 shares (the "Shares") of common stock of the Company, par value $.01
per share (the "Common Stock"), issuable pursuant to the Agreement and Plan of
Merger, dated as of October 24, 2000 (the "Merger Agreement"), by and among the
Company, Beta Acquisition Corporation, a Delaware corporation ("Sub"), and
Bluestone Software, Inc., a Delaware corporation ("Bluestone").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement; (ii) the Merger Agreement; (iii) the Certificate of Incorporation and
By-Laws of the Company, each as presently in effect; and (iv) certain
resolutions adopted by the Board of Directors of the Company and the Executive
Committee of the Board of Directors of the Company relating to the issuance of
the Shares and certain related matters. We have also examined originals or
copies, certified or otherwise identified to our satisfaction, of such records
of the Company and such agreements, certificates of public officials,
certificates of officers or other representatives of the Company and others, and
such other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such documents. In making our examination of
documents executed or to be executed by parties other than the Company, we have
assumed that such parties had or will have the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof. As to any facts material to the opinions expressed herein which we have
not independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and others.
We do not express any opinion as to the laws of any jurisdiction other than
the General Corporation Law of Delaware, including statutory and reported
decisional law thereunder, and we do not express any opinion as to the effect of
any other laws on the opinion stated therein.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, upon (i) the consummation of
the merger of Sub with Bluestone pursuant to the Merger Agreement, and (ii) the
issuance of the Shares and delivery of certificates representing
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Hewlett-Packard Company
December 8, 2000
Page 2
the Shares in the form of the specimen certificates examined by us, signed
manually by an authorized officer of the transfer agent and registrar of the
Common Stock in the manner contemplated in the Merger Agreement, the Shares will
be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the Registration Statement. In giving
this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
This opinion is furnished by us, as special counsel to the Company, in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under the
Act and, except as provided in the immediately preceding paragraph, is not to be
used, circulated or quoted for any other purpose or otherwise referred to or
relied upon by any other person without the express written permission of the
Company.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
