April 20, 2000
Equinix, Inc.
901 Marshall Street
Redwood City, CA 94063
Ladies and Gentlemen:
We have acted as special New York counsel to Equinix, Inc., a Delaware
corporation (the "Company"), in connection with the Company's offer to exchange
(the "Exchange Offer") up to $200,000,000 aggregate principal amount of its 13%
Senior Notes due 2007 (the "Exchange Notes") which have been registered under
the Securities Act of 1933, as amended (the "Securities Act") for its existing
13% Senior Notes due 2007 (the "Old Notes"), as described in the Prospectus (the
"Prospectus") contained in the Registration Statement on Form S-4 (as amended or
supplemented, the "Registration Statement"), to be filed with the Securities and
Exchange Commission. The Old Notes were issued, and the Exchange Notes are
proposed to be issued, under an indenture dated as of December 1, 1999 (the
"Indenture"), between the Company and State Street Bank and Trust Company of
California, N.A., as Trustee.
In arriving at the opinion expressed below, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records, certificates, agreements and other matters as we
have deemed necessary or advisable for the purposes of rendering this opinion.
In such examination, we have assumed, without independent investigation,
(i) the genuineness of all signatures; (ii) the legal capacity of all
individuals who have executed any of the documents reviewed by us; (iii) the
authenticity of all documents submitted to us as originals; (iv) the conformity
to executed documents of all unexecuted copies submitted to us; and (v) the
authenticity of, and the conformity to original documents of, all documents
submitted to us as certified or photocopied copies. In addition, we have relied
upon the opinion of Gunderson, Dettmer, Stough, Villeneuve, Franklin &
Hachigian, LLP, corporate and securities counsel to the Company, rendered
December 1, 1999 in connection with the issuance of the Old Notes stating that
(i) the Company has taken all necessary action, corporate and otherwise, to
authorize the issuance and delivery of the Exchange Notes; (ii) the Company has
the power, corporate and otherwise, to issue and deliver the Exchange Notes; and
(iii) the Exchange Notes have been duly executed and delivered. The opinions
expressed herein are subject in all respects to the assumptions, limitations and
qualifications expressed therein. As to certain factual matters material to our
opinion, we have relied upon oral statements, written information and
certificates of officials and representatives of the Company and others, and we
have not independently verified the accuracy of the statements contained
therein.
Equinix, Inc.
April 20, 2000
Based on the foregoing, and subject to the assumptions, limitations,
exceptions and qualifications set forth herein, we are of the opinion that the
Exchange Notes, when authenticated, issued and delivered in exchange for the Old
Notes in accordance with the terms of the Indenture and the Exchange Offer, will
constitute valid and binding obligations of the Company, enforceable in
accordance with their terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws
affecting creditors' rights generally or by general equitable principles.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York as in effect on the date
hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference made to this firm under the caption
"Legal Matters" in the Prospectus. In giving this consent, we do not thereby
admit that we are included within the category of persons whose consent is
required under Section 7 of the Securities Act, or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Dewey Ballantine LLP
Dewey Ballantine LLP
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