EXHIBIT 5.01
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April 12, 2002
VeriSign, Inc.
487 East Middlefield Road
Mountain View, California 94043-1331
Gentlemen/Ladies:
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 April 12, 2002 in connection with the registration
under the Securities Act of 1933, as amended, of a total of 4,687,162 shares of
the Company's Common Stock (the "Stock"), subject to issuance by the Company
upon the exercise of options to be granted under the Company's 2001 Stock
Incentive Plan (the "Incentive Plan"). In rendering this opinion, we have
examined the following.
(1) the Company's Third Amended and Restated Certificate of Incorporation
certified by the Delaware Secretary of State on October 19, 2000;
(2) the Certificate of Amendment to the Company's Third Amended and
Restated Certificate of Incorporation, certified by the Delaware
Secretary of State on June 8, 2000;
(3) the Company's Bylaws, certified by the Company's Secretary on October
23, 2000;
(4) the Certificate of Amendment to the Company's Bylaws dated June 8,
2000;
(5) the Registration Statement, together with the exhibits filed as a part
thereof or incorporated therein by reference, including the Incentive
Plan and related forms of enrollment form, subscription agreement,
notice of withdrawal and notice of suspension;
(6) the Prospectus prepared in connection with the Registration Statement;
(7) the registration statement on Form S-8 (File No. 333-69818) filed by
the Company with the Commission on September 21, 2001, together with
the exhibits filed as a part thereof or incorporated therein by
reference;
(8) the minutes of meetings and actions by written consent of the
Company's stockholders and Board of Directors that are contained in
the Company's minute books that are in the Company's possession
approving the increase in the number of shares under the Incentive
Plan;
(9) the stock records that the Company has provided to us (consisting of a
certificate from the Company's transfer agent of even date herewith
verifying the number of the Company's issued and outstanding shares of
capital stock as of the date hereof 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 veryifying the number of
such issued and outstanding securities); and
VeriSign, Inc.
April 12, 2002
Page 2
(10) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain 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, 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 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 the representations and
warranties made by you to us, including, but not limited to, those set forth in
the Management Certificate and have assumed the current accuracy and
completeness of the information obtained from the 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 Delaware General Corporation Law, the Delaware
Constitution and reported judicial decisions relating thereto.
Based upon the foregoing, it is our opinion that the 4,687,162 shares of
Stock that may be issued and sold by the Company upon the exercise of options to
be granted under the Incentive Plan when issued, sold and delivered in
accordance with the Incentive Plan and the stock option agreements to be entered
into thereunder and in the manner and for the consideration stated in the
Registration Statement and 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 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. This opinion is
intended solely for use in connection with issuance and sale of shares subject
to the Registration Statement and is not to be relied upon for any other
purpose.
Very truly yours,
/s/ FENWICK & WEST LLP