EXHIBIT 5.1

                                     , 2003

NETGEAR, Inc.
4500 Great America Parkway
Santa Clara, CA 95054

      RE:   REGISTRATION STATEMENT ON FORM S-1

Ladies and Gentlemen:

      We have examined the Registration Statement on Form S-1 filed by you with
the Securities and Exchange Commission ("SEC") on April 10, 2003, as amended (as
such may be further amended or supplemented, the "Registration Statement"), in
connection with the registration under the Securities Act of 1933, as amended,
of up to           shares of your Common Stock (the "Shares"). The Shares
include an over-allotment option granted to the underwriters of the offering to
purchase          shares. We understand that the Shares are to be sold to the
underwriters for resale to the public as described in the Registration Statement
and pursuant to the Underwriting Agreement filed as an exhibit thereto. As your
legal counsel, we have examined the proceedings taken, and are familiar with the
proceedings proposed to be taken, by you in connection with the sale and
issuance of the Shares.

      It is our opinion that the Shares, when issued and sold in the manner
described in the Registration Statement, 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 the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendments thereto.

                                               Very truly yours,

                                               WILSON SONSINI GOODRICH & ROSATI

                                               Professional Corporation