EXHIBIT 5.1
May 8, 2007
F5 Networks, Inc.
501 Elliott Avenue West
Seattle, Washington 98119
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Re:
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Registration Statement on Form S-8, filed with the Securities and Exchange
Commission as of the date hereof (the “Registration Statement”) |
Ladies and Gentlemen:
As legal counsel for F5 Networks, Inc., a Washington corporation (the “Company”), we are rendering
this opinion in connection with the registration under the Securities Act of 1933, as amended (the
“Securities Act”), of up to 2,000,000 shares (the “Shares”) of the Company’s common stock, no par
value (“Common Stock”), which may be issued pursuant to the stock awards granted under
the F5 Networks, Inc. 2005 Equity Incentive Plan (the “Plan”).
We have examined all instruments, documents and records which we deemed relevant and necessary for
the basis of our opinion hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies. We are admitted to
practice only in the State of Washington and we express no opinion concerning any law other than
the law of the State of Washington and the federal law of the United States.
Based on such examination, we are of the opinion that the 2,000,000 shares of Common Stock that may
be issued pursuant to the stock awards granted under the Plan are duly authorized shares
of Common Stock and, when issued against receipt of the consideration therefor in accordance with
the provisions of the Plan and any related agreements, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the
use of our name wherever it appears in said registration statement. In giving this consent, we do
not admit that we are within the category of persons whose consent is required under Section 7 of
the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated
thereunder or Item 509 of Regulation S-K.
This opinion letter is given to you solely for use in connection with the issuance of the Shares in
accordance with the Registration Statement and is not to be relied on for any other purpose. Our
opinion is expressly limited to the matters set forth above, and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the Shares or the
Registration Statement.
Respectfully submitted,
/s/ DLA Piper US LLP
DLA PIPER US LLP