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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 pursuant to the 2000 Nonstatutory Stock Option Plan, of up to
10,000,000 shares of common stock, ("Common Stock"), of PeopleSoft, Inc., a
Delaware corporation (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 the 10,000,000
shares of Common Stock to be issued by the Company pursuant to the 2000
Nonstatutory Stock Option Plan are validly authorized shares of Common Stock
and, when issued in accordance with the provisions of the 2000 Nonstatutory
Stock Option 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
