EXHIBIT 5.01
November 13, 2000
VeriSign, Inc
1350 Charleston Road
Mountain View, California 94036
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 13, 2000 in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate of 135,500 shares
of the Company's Common Stock (the "Option Stock"), subject to issuance by the
Company upon the exercise of stock options originally granted by
GreatDomains.com, Inc., a Delaware corporation ("GreatDomains"), under the
GreatDomains 1999 Stock Option Plan, as amended (the "GreatDomains Plan"), which
options were assumed by the Company (the "Assumed Options") pursuant to that
certain Agreement and Plan of Merger dated October 23, 2000 by and between
Company, Domain Acquisition Corporation, a Delaware corporation which is a
wholly-owned subsidiary of Company, GreatDomains, Steven Newman, Jeffrey Tinsley
and Irene Ing, and Steven Newman, as Representative (the "Merger Agreement").
In rendering this opinion, we have examined the following.
(1) the Company's Certificate of Incorporation, as amended to date,
certified by the Delaware Secretary of State on October 19, 2000;
(2) the Company's Bylaws, as amended to date, represented by Company to be
true and complete as of October 23, 2000;
(3) 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 that are in our possession, including the
minutes of a special meeting of the Board of Directors of Company held
on October 19, 2000 approving the Company's acquisition of
GreatDomains and the issuance of the Option Stock;
(4) the Registration Statement, together with the Exhibits filed as a part
thereof or incorporated therein by reference;
(5) the prospectus prepared in connection with the Registration Statement
(the "Prospectus");
(6) the Merger Agreement;
(7) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and other
representations (the "Management Certificate").
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 of all documents submitted to us as
originals, the conformity to originals 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 Option 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 have assumed the current
accuracy and completeness of the information obtained from 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
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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.
Based upon the foregoing, it is our opinion that the 135,500 shares of
Stock that may be issued and sold by the Company upon the exercise of stock
options granted under the GreatDomains Plan, when issued, sold and delivered in
accordance with the applicable plan and purchase agreements to be entered into
thereunder and in the manner and for the consideration stated in the
Registration Statement and the Prospectus, 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 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 issuance and
sale of shares in subject to the Registration Statement and is not to be relied
upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
By: /s/ Fenwick & West LLP
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