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FORM OF EXHIBIT 5.1
[COOLEY GODWARD LETTERHEAD]
TriNet Group, Inc.
101 Callan Avenue
San Leandro, CA 94577
Dear Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by TriNet Group, Inc. (the "Company") of a Registration
Statement on Form S-1 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission"), covering the underwritten public
offering of up to an aggregate of four million four hundred eighty-fifty
thousand (4,485,000) shares of the Company's Common Stock (the "Common Stock"),
3,685,000 of which are being sold by the Company (the "Company Shares") and
800,000 of which are being sold by Select Appointments North America Inc. (the
"Selling Stockholder Shares").
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement, the Company's Amended and Restated Certificate of
Incorporation and Bylaws, as currently in effect, and the originals or copies
certified to our satisfaction, of such records, documents, certificates,
memoranda and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below and (ii) that the shares of
Common Stock will be sold by the Underwriters at a price established by the
Pricing Committee of the Board of Directors of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Selling Stockholder Shares are, and the Company Shares, when sold and
issued in accordance with the Registration Statement and related Prospectus,
will be, validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included on the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
Cooley Godward LLP
By:
JEC: jrj
