EXHIBIT 99.01
December 19, 2001
Handspring, Inc.
2831 Mission College Boulevard
Santa Clara, CA 95054
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (File No.
333-73616) (the "REGISTRATION STATEMENT") filed by Handspring, Inc., a Delaware
corporation (the "COMPANY"), on November 19, 2001 and Amendment No. 1 thereto
filed on December 7, 2001, in connection with the registration under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), of up to an aggregate
of $75,000,000 of the Company's debt securities, shares of preferred stock,
shares of common stock or warrants to purchase debt securities, preferred stock
or common stock, as described under "Securities to be Registered" in the
Registration Statement (the "SECURITIES"). With the prospectus and prospectus
supplements which comprise part of the Registration Statement, the Company may
offer and sell the Securities from time to time on a delayed or continuous
basis.
The Company currently proposes to sell up to an aggregate of 9,888,945
shares (the "TAKEDOWN SHARES") of the Company's Common Stock, $0.001 par value
per share (the "COMMON STOCK"), under the Registration Statement (the
"OFFERINGS"), including (i) up to 8,050,000 shares to Credit Suisse First Boston
Corporation (the "UNDERWRITER") pursuant to the Underwriting Agreement dated
December 19, 2001 between the Company and the Underwriter (the "UNDERWRITING
AGREEMENT"), and (ii) 1,838,945 shares to an investor (the "INVESTOR") pursuant
to a subscription agreement dated December 18, 2001 between the Company and the
Investor (the "SUBSCRIPTION AGREEMENT").
In addition to the Registration Statement, we have also examined the
following in rendering this opinion:
(1) the Second Amended and Restated Certificate of Incorporation
of the Company, as filed with the Delaware Secretary of State
on June 26, 2000;
(2) the Restated Bylaws of the Company, as adopted on May 16,
2000;
(3) the Current Report on Form 8-K with which this opinion is
filed as an exhibit;
(4) the base prospectus comprising part of the Registration
Statement, as amended (the "BASE PROSPECTUS"), and the
accompanying prospectus supplements applicable to each of the
Offerings (each, a "PROSPECTUS SUPPLEMENT");
(5) the resolutions of the Company's Board of Directors (the
"BOARD") adopted at a meeting on November 14, 2001, approving
the filing of the Registration Statement and the issuance of
up to $60,000,000 of the Securities;
(6) the action by unanimous written consent of the Board dated
December 6, 2001, approving the issuance of up to an
additional $15,000,000 of the Securities and establishing a
pricing committee of the Board to approve each offering of
Securities and the terms of any such sale;
(7) the resolutions of the pricing committee of the Board dated
December 18, 2001, approving the appointment of the
Underwriter, authorizing the Company to enter into the
Underwriting Agreement and the Subscription Agreement, and
approving the terms of the Offerings (the "PRICING COMMITTEE
RESOLUTIONS");
(8) the Underwriting Agreement;
(9) the Subscription Agreement;
(10) the form of certificate representing shares of Common Stock;
(11) a statement from the Company as of the date hereof as to the
number of (i) outstanding shares of capital stock, (ii) issued
and outstanding options, warrants and rights to purchase
capital stock, and (iii) any additional shares of capital
stock reserved for future issuance in connection with the
Company's stock option and stock purchase plans and all other
plans, agreements or rights;
(12) a statement from the Company's transfer agent as to the number
of issued and outstanding shares of Common Stock as of the
date of this opinion; and
(13) a Management Certificate addressed to us and dated of even
date herewith executed by the Company containing factual and
other representations.
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 (other than the Company), the lack of any
undisclosed termination, modification, waiver or amendment to any documents
reviewed by us, and the due authorization, execution and delivery of all
documents where authorization, due execution and delivery are prerequisites to
the effectiveness thereof (other than the due authorization, execution and
delivery of the documents described above by the Company). We have also assumed
that, if and to the extent that the Takedown Shares are issued in certificated
form, the certificates representing the Takedown Shares will be, when issued,
properly signed by authorized officers of the Company or their agents.
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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 included in the documents
referred to above and the representations and warranties made by representatives
of the Company to us, including but not limited to those set forth in the
Management Certificate. 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 opinions expressed
herein are not accurate.
In connection with our opinion expressed below, we have assumed that,
at or prior to the time of the delivery of any of the Takedown Shares, there
will not have occurred any change in law affecting the validity of the Takedown
Shares.
We are admitted to practice law in the state of California, and this
opinion is rendered only with respect to, and no opinion is expressed herein
concerning the application or effect of the laws of any jurisdiction other than,
the existing laws of the United States of America, the existing laws of the
state of California, and the Delaware General Corporation Law, the Delaware
Constitution and reported judicial decisions interpreting these laws.
Based upon the foregoing, we are of the opinion that the Takedown
Shares, when issued, sold and delivered in the manner and for the consideration
stated in the Pricing Committee Resolutions, the Registration Statement, the
Base Prospectus and applicable Prospectus Supplement and pursuant to the terms
of the Underwriting Agreement or Subscription Agreement, as applicable, 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, the Prospectus and any amendments or supplements
thereto. This opinion is intended solely for use in connection with the issuance
and sale of Takedown Shares under the Registration Statement and is not to be
relied upon for any other purpose. This opinion speaks as of the date first
above written, and 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.
Very truly yours,
FENWICK & WEST LLP
By: /s/ ROBERT A. FREEDMAN
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Robert A. Freedman, a Partner
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