<PAGE>
EXHIBIT 5.1
November 6, 2000
Wind River Systems, Inc.
500 Wind River Way
Alameda, CA 94501
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Wind River Systems, Inc. (the "Company") of a Registration
Statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering for resale of 1,244,940 shares of the
Company's Common Stock (the "Shares"), with a par value of $0.001, issued in
connection with that certain Agreement and Plan of Merger and Reorganization,
dated October 6, 2000, by and between the Company; Whitewater Acquisition
Corporation, a Delaware corporation; Rapid Logic, Inc., a Delaware corporation;
and certain stockholders of Rapid Logic, Inc.
In connection with this opinion, we have examined the Registration Statement,
the Company's Certificate of Incorporation and Bylaws, as amended, the
resolutions adopted by the Board of Directors of the Company on September 1,
2000, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares have been validly issued and are fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Prospectus included in the Registration Statement.
Sincerely,
COOLEY GODWARD LLP
By: /s/ Andrea Vachss
------------------------
Andrea Vachss, Esq.
