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Exhibit 5
[Letterhead of Gibson, Dunn & Crutcher LLP]
May 30, 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 297,057 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").
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.
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PeopleSoft, Inc.
May 30, 2000
Page 2
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
