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EXHIBIT 5
[GIBSON, DUNN & CRUTCHER LLP]
August 18, 2000
(415) 393-8200 C 72711-00024
PeopleSoft, Inc.
4460 Hacienda Drive
Pleasanton, CA 94588
Re: Registration Statement on Form S-8 of PeopleSoft, Inc.
Ladies and Gentlemen:
We refer to the registration statement on Form S-8 (the "Registration
Statement") filed under the Securities Act of 1933, as amended (the "Securities
Act"), by PeopleSoft, Inc., a Delaware corporation (the "Company"), with respect
to the proposed offering by the Company of up to 48,654 shares (the "Shares") of
the common stock of the Company, $.01 par value per share (the "Common Stock"),
under the Advance Planning Solutions, Inc. 1998 Stock Plan (the "Plan") assumed
and modified by the Company pursuant to the Agreement and Plan of Merger, dated
as of April 14, 2000, by and among the Company, Advance Planning Solutions,
Inc., Evergreen Acquisition Corporation, Marshall Miller and State Street Bank
and Trust Company of California, N.A.
We have examined the originals or certified copies of such corporate
records, certificates of officers of the Company and/or public officials and
such other documents and have made such other factual and legal investigations
as we have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, we have assumed 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 conformed or
photostatic copies and the authenticity of the originals of such copies.
Based on our examination mentioned above, subject to the assumptions stated
above and relying on the statements of fact contained in the documents that we
have examined, we are of the opinion that (i) the issuance by the Company of the
Shares has been duly authorized and (ii) when issued in accordance with the
terms of the Plan, the Shares will be duly and validly issued, fully paid and
non-assessable.
We are admitted to practice in the State of California and are not admitted
to practice in the State of Delaware. However, for the limited purposes of our
opinion set forth above, we are generally familiar with the General Corporation
Law of the State of Delaware (the "DGCL") as presently in effect and have made
such inquiries as we consider necessary to render this opinion with respect to a
Delaware corporation. This opinion letter is limited to the laws of the State of
California and, to the limited extent set forth above, the DGCL, as such laws
presently exist and to the facts as they presently exist. We express no opinion
with respect to the effect or applicability of the laws of any other
jurisdiction. We assume no obligation to revise or supplement this opinion
letter should the laws of such jurisdictions be changed after the date hereof by
legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
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GIBSON, DUNN & CRUTCHER LLP
