EXHIBIT 5.1
[LETTERHEAD OF COOLEY GODWARD LLP]
Be Incorporated
800 El Camino Real, Suite 400
Menlo Park, CA 94025
Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Be Incorporated (the "Company") of a Registration Statement
on Form S-1 (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission"), covering an underwritten public offering of up to
6,900,000 shares of Common Stock (the "Common Stock").
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Amended and
Restated Articles of Incorporation, as amended, and Bylaws, as amended, and the
originals or copies certified to our satisfaction of such records, documents,
certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below; (ii) assumed
that the Amended and Restated Certificate of Incorporation, as set forth in
Exhibit 3.1 of the Registration Statement, shall have been duly approved and
filed with the office of the Delaware Secretary of State; (iii) that the Company
shall have reincorporated in the State of Delaware prior to the completion of
the public offering; and (iv) assumed that the shares of Common Stock will be
sold by the Underwriters at a price established by the Pricing Committee of the
Board of Directors of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock, when sold and issued in accordance with the Registration
Statement and related Prospectus, will be validly issued, fully paid and
nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included on the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
Cooley Godward llp
By: /s/ Andrei M. Manoliu
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Andrei M. Manoliu