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Exhibit 5.1
August 2, 2000
Apollo Group, Inc.
4615 E. Elwood Street
Phoenix, Arizona 85040
Re: Registration Statement on Form S-3 (File No. 333-33370)
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3, File No.
333-33370, including amendments and exhibits thereto (the "Registration
Statement"), for the proposed offer and sale by Apollo Group, Inc. (the
"Company") of up to 5,750,000 shares of its University of Phoenix Online common
stock, including 750,000 of such shares which may be sold pursuant to an
underwriters' over-allotment option (the "Shares"), we are of the opinion that
at such time as (i) the Company's proposed amended and restated articles of
incorporation, included as Annex B to the Company's Proxy Statement on Schedule
14A, dated August 1, 2000, are adopted by its shareholders and filed with the
Arizona Corporation Commission, (ii) the registration or qualification
provisions of the Securities Act of 1933, as amended, and such "Blue Sky" and
securities laws as may be applicable have been complied with, (iii) the proposed
form of Underwriting Agreement is duly executed and delivered by the parties
thereto, and (iv) the certificates representing the Shares to be sold by the
Company have been duly executed by the Company, countersigned and registered by
the transfer agent/registrar, and delivered against payment therefor as
contemplated in the Registration Statement and in accordance with the terms of
the Underwriting Agreement, the Shares to be sold by the Company will be legally
issued, fully paid, and nonassessable.
In rendering this opinion, we have reviewed and relied upon such
documents and records of the Company as we have deemed necessary and have
assumed the following:
(i) the genuineness of all signatures and the
authenticity of documents submitted to us as originals, and the conformity to
originals of all documents submitted to us as copies; and
(ii) the accuracy and completeness of Company records.
The opinion expressed herein is limited solely to the laws of the
State of Arizona.
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The opinion expressed herein is based upon the law and other matters in
effect on the date hereof, and we assume no obligation to revise or supplement
this opinion should such law be changed by legislative action, judicial
decision, or otherwise, or should any facts or other matters upon which we have
relied be changed.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the use of our name in the Registration Statement,
and to the discussion of our opinion in the prospectus included in the
Registration Statement.
Very truly yours,
SNELL & WILMER L.L.P.
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