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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/21/04 Google Inc. S-1/A 5:2.3M RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: S-1/A Amendment No. 1 to Form S-1 HTML 1.89M 2: EX-5.01 Opinion of Wilson Sonsini Goodrich & Rosati, HTML 8K Professional Corporation 3: EX-23.01 Consent of Ernst & Young LLP, Independent Auditors HTML 7K 4: EX-23.02 Consent of Ernst & Young, Independent Auditors HTML 6K 5: EX-99.03 Unaudited Pro Forma Combined Consolidated HTML 55K Financial Information
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation |
Exhibit 5.01
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
, 2004
Google Inc.
1600 Amphitheatre Parkway
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 (Registration No. 333-114984) filed by you with the Securities and Exchange Commission on , 2004, as amended (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of up to shares of your Class A common stock (the “Shares”). The Shares include an over-allotment option granted to the underwriters of the offering to purchase shares of Class A common stock. 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 we consent to the reference of our name under the caption “Legal Matters” in the prospectus forming part of the Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation