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Exhibit 5
September 7, 2000
PeopleSoft, Inc.
4460 Hacienda Drive
Pleasanton, CA 94588-3031
RE: PEOPLESOFT, INC. REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the proposed
issuance (a) pursuant to the amended and restated 1989 Stock Plan, of up to
13,547,200 shares of common stock, ("Common Stock"), of PeopleSoft, Inc., a
Delaware corporation (the "Company"), and (b) pursuant to the 1992 Employee
Stock Purchase Plan, of up to 4,064,160 shares of Common Stock of the Company.
We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy, and completeness of the information, representations, and warranties
contained in the records, documents, instruments, and certificates we have
reviewed.
Based on such examination, we are of the opinion that (a) the
13,547,200 shares of Common Stock to be issued by the Company pursuant to the
1989 Stock Plan are validly authorized shares of Common Stock and, when issued
in accordance with the provisions of the 1989 Stock Plan, will be legally
issued, fully paid and nonassessable, and (b) the 4,064,160 shares of Common
Stock to be issued by the Company pursuant to the 1992 Employee Stock Purchase
Plan are validly authorized shares of Common Stock and, when issued in
accordance with the provisions of the 1992 Employee Stock Purchase Plan, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to this
Registration Statement on Form S-8 and to the use of our name wherever it
appears in the Registration Statement. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder with respect to any part of
the Registration Statement, including this opinion, as an exhibit or otherwise.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
