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EXHIBIT 5.01
May 16, 2000
Handspring, Inc.
189 Bernardo Avenue
Mountain View, CA 94043
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-1
(File Number 333-33666) (the "REGISTRATION STATEMENT") filed by Handspring,
Inc., a Delaware corporation (the "COMPANY"), with the Securities and Exchange
Commission (the "COMMISSION") on March 31, 2000, Amendment No. 1 thereto filed
on April 24, 2000, and Amendment No. 2 to be filed on or about the date hereof,
in connection with the registration under the Securities Act of 1933, as
amended, of an aggregate of 11,500,000 shares of the Company's Common Stock
(the "STOCK").
In rendering this opinion, we have examined the following.
(1) the Company's First Amended and Restated Certificate of
Incorporation, certified by the Delaware Secretary of State on
May 16, 2000.
(2) the Company's Restated Bylaws, certified by the Company's
Secretary on May 16, 2000.
(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
stockholders and Board of Directors that are contained in the
Company's minute books and the minute books of your predecessor,
Handspring, Inc., a California corporation ("HANDSPRING
CALIFORNIA"), that are in our possession.
(6) the stock records for both the Company and Handspring California
that the Company has provided to us (consisting of a list of
stockholders and a list of option holders respecting the
Company's capital and of any rights to purchase capital stock
that was prepared by the Company and dated May 16, 2000 verifying
the number of such issued and outstanding securities).
(7) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and
other representations.
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May 16, 2000
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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 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 where due authorization,
execution and delivery are prerequisites to the effectiveness thereof. We have
also assumed that the certificates representing the Stock have been, or 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 have assumed the
current accuracy and completeness of the information obtained from public
officials, records and documents referred to above. 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;
however, we are not aware of any facts that would cause us to believe that the
opinion expressed herein is not accurate.
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, of the State of California
and, with respect to the validity of corporate action and the requirements for
the issuance of stock, of the State of Delaware.
In connection with our opinion expressed below, we have assumed that, at
or prior to the time of the delivery of any shares of Stock, the Registration
Statement will have been declared effective under the Securities Act of 1933, as
amended, that the registration will apply to such shares of Stock and will not
have been modified or rescinded and that there will not have occurred any change
in law affecting the validity or enforceability of such shares of Stock.
Based upon the foregoing, it is our opinion that the up to 11,500,000
shares of Stock to be issued and sold by the Company, when issued, sold and
delivered in the manner and for the consideration stated in the Registration
Statement and the Prospectus, will be validly issued, fully paid and
nonassessable.
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May 16, 2000
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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, the Prospectus constituting a part thereof and any
amendments thereto. This opinion speaks only as of its date and we assume no
obligation to update this opinion should circumstances change after the date
hereof. This opinion is intended solely for use in connection with the issuance
and sale of 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/ Dennis R. DeBroeck
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Dennis R. DeBroeck