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EXHIBIT 5.1
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September 11, 2000
Sun Microsystems, Inc.
901 San Antonio Road
Palo Alto, CA 94303
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel to Sun Microsystems, Inc., a Delaware
corporation (the "Company" or "you") and have examined the Registration
Statement on Form S-8 (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission on or about September __, 2000 in
connection with the registration under the Securities Act of 1933, as amended
(the "1933 Act") of 18,762 shares of the Company's Common Stock, par value
$0.00067 per share (the "Shares"), reserved for issuance under the Gridware,
Inc. 2000 Equity Incentive Plan (the "Plan"). As your legal counsel, we have
examined the Restated Certificate of Incorporation and Bylaws of the Company,
the Plan and such other documents of the Company as we have deemed necessary or
appropriate for the purposes of the opinion expressed herein, and are familiar
with the proceedings proposed to be taken by you in connection with the
operation and administration of the Plan and the sale and issuance of the Shares
pursuant to the Plan.
In our opinion, the Shares, when issued and sold in the manner referred
to in the Plan and pursuant to the agreements which accompany the Plan, will be
legally and validly issued, fully paid and nonassessable.
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 and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
