SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Google Inc. – IPO: ‘S-1/A’ on 6/21/04 – EX-5.01

On:  Monday, 6/21/04, at 6:18am ET   ·   Accession #:  1193125-4-105564   ·   File #:  333-114984

Previous ‘S-1’:  ‘S-1/A’ on 5/21/04   ·   Next:  ‘S-1/A’ on 7/12/04   ·   Latest:  ‘S-1/A’ on 11/23/04

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/21/04  Google Inc.                       S-1/A                  5:2.7M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 2 to Form S-1                         HTML   2.25M 
 2: EX-5.01     Form of Opinion of Wilson Sonsini Goodrich &        HTML      8K 
                          Rosati, Professional Corporation                       
 3: EX-10.10    Amended and Restated License Agreement Dated        HTML     67K 
                          October 13, 2003                                       
 4: EX-23.01    Consent of Ernst & Young LLP, Independent           HTML      7K 
                          Registered Public Accounting Firm                      
 5: EX-23.02    Consent of Ernst & Young LLP, Independent           HTML      6K 
                          Registered Public Accounting Firm                      

Exhibit 5.01

Wilson Sonsini Goodrich & Rosati

650 Page Mill Road

Palo Alto, California 94304

                    , 2004

Google Inc.

1600 Amphitheatre Parkway

Mountain View, CA 94043

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