PeopleSupport, Inc. – IPO: ‘S-1/A’ on 7/27/04 – EX-5.1

On:  Tuesday, 7/27/04, at 10:12am ET   ·   Accession #:  950129-4-5159   ·   File #:  333-115328

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Peoplesupport, Inc.- Amend.No.3 -                   HTML   1.43M 
                          Reg.No.333-115328                                      
 2: EX-1.1      Form of Underwriting Agreement                        44    179K 
 3: EX-3.2      Form of Amended Certificate of Incorporation           8     33K 
 4: EX-3.4      Form of Amended Bylaws                                18     86K 
 5: EX-5.1      Opinion of Pillsbury Winthrop LLP                      2±    10K 
 8: EX-10.10    Form of 2004 Employee Stock Purchase Plan             13     53K 
 9: EX-10.11    Form of Indemnification Agreement                     12     47K 
 6: EX-10.3.1   Amendment to Peoplesupport Management Incentive        1      7K 
 7: EX-10.9     Form of 2004 Stock Incentive Plan                     26     99K 
10: EX-21.1     List of Subsidiaries                                   1      5K 
11: EX-23.2     Consent of Bdo Seidman, LLP                         HTML      7K 
12: EX-23.3     Consent of Pricewaterhousecoopers LLP                  1      6K 

EX-5.1   —   Opinion of Pillsbury Winthrop LLP

EX-5.1
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                                                                     EXHIBIT 5.1

PILLSBURY WINTHROP LLP
 10250 Constellation Blvd., 21st Floor
Los Angeles, CA 90067-6221

July 27, 2004 

PeopleSupport, Inc.                                                             
1100 Glendon Ave., Suite 1250                                                   
Los Angeles, CA 90024                                                           

Re: Registration Statement on Form S-1                                

Ladies and Gentlemen:                                                           

        We are acting as counsel for PeopleSupport, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-1      
(Registration No. 333-115328) relating to the registration under the Securities 
Act of 1933 (the "Act") of 7,840,909 shares of Common Stock, par value $.001 per
share (the "Common Stock") of the Company, of which 4,893,182 authorized but    
heretofore unissued shares (including 347,727 shares subject to the             
underwriters' over-allotment option) are to be offered and sold by the Company  
and 2,947,727 shares (including 675,000 shares subject to the underwriters'     
over-allotment option) are to be offered and sold by certain stockholders of the
Company (the "Selling Stockholders"). (Such Registration Statement, as amended, 
and including any registration statement related thereto and filed pursuant to  
Rule 462(b) under the Act (a "Rule 462(b) registration statement") is herein    
referred to as the "Registration Statement.")                                   

     We have reviewed and are familiar with such corporate proceedings and
other matters as we have deemed necessary for this opinion. Based upon the      
foregoing, we are of the opinion that (i) the shares of Common Stock to be      
offered and sold by the Company (including any shares of Common Stock registered
pursuant to a Rule 462(b) registration statement) have been duly authorized and,
when issued and sold by the Company in the manner described in the Registration 
Statement and in accordance with the resolutions adopted by the Board of        
Directors of the Company, will be legally issued, fully paid and nonassessable, 
and (ii) the shares of Common Stock to be offered and sold by the Selling       
Stockholders have been duly authorized and legally issued and are fully paid and
nonassessable. This opinion is limited to matters governed by the General       
Corporation Law of the State of Delaware (including the statutory provisions of 
the General Corporation Law of the State of Delaware and also all applicable    
provisions of the Delaware Constitution and reported decisions interpreting the 
General Corporation Law of the State of Delaware and the Delaware Constitution).

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal      
Matters" in the Registration Statement and in the Prospectus included therein.  
In giving this consent, we do not thereby admit that we are within the category 
of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.   

                         Very truly yours,

                          /s/ PILLSBURY WINTHROP LLP

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1/A’ Filing		Date		Other Filings
Filed on:		7/27/04		10-12G/A
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