EXHIBIT 5.01
[On Fenwick & West LLP Letterhead]
November 2, 2007
VeriSign, Inc.
487 East Middlefield Road
Mountain View, California 94043-1331
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by VeriSign, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on or about November 2, 2007 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 6,000,000 shares of the Company’s Common Stock (the “Stock”) subject to issuance by the Company upon the exercise of purchase rights granted or to be granted under the Company’s 2007 Employee Stock Purchase Plan (the “Purchase Plan,”). In rendering this opinion, we have examined the following:
| (1) | the Company’s Fourth Amended and Restated Certificate of Incorporation, effective August 30, 2007; |
| (2) | the Company’s Second Amended and Restated Bylaws, effective August 30, 2007; |
| (3) | the Registration Statement, together with the exhibits filed as a part thereof or incorporated therein by reference; |
| (4) | the Prospectus prepared in connection with the Registration Statement; |
| (5) | the minutes of meetings and actions by written consent of the Company’s Board of Directors and stockholders that are contained in the Company’s minute books and are in the Company’s possession approving the Purchase Plan; and |
| (6) | correspondence from the Company’s transfer agent verifying the number of the Company’s issued and outstanding shares of capital stock as of November 1, 2007 and documentation with respect to the Company’s capital and of any rights to purchase capital stock that was prepared by the Company and verifying the number of such issued and outstanding securities). |
In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the
VeriSign, Inc.
November 2, 2007
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lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us and the due authorization, execution and delivery of all documents reviewed by us. We have also assumed that the certificates representing the Stock will be, when issued, properly signed by authorized officers of the Company or their agents.
As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and the representations of Company representatives to us and have assumed the current accuracy and completeness of such information. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.
We are admitted to practice law in the State of California, and we render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America, the State of California and the Delaware General Corporation Law, the Delaware Constitution and reported judicial decisions relating thereto.
Based upon the foregoing, it is our opinion that 6,000,000 shares of Stock that may be issued and sold by the Company upon the exercise of purchase rights granted or to be granted under the Purchase Plan, when issued, sold and delivered in accordance with the terms of the Purchase Plan and purchase agreements to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and Prospectuses, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, Prospectus constituting a part thereof and any amendments thereto. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein. This opinion is intended solely for use in connection with the issuance and sale of the shares subject to the Registration Statement and is not to be relied upon for any other purpose.
| Very truly yours, | ||
| FENWICK & WEST LLP | ||
| By: | /s/ Jeffrey R. Vetter | |
| Jeffrey R. Vetter, a Partner | ||
