Exhibit 5.1
June
29, 2009
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 Relating to the F5 Networks, Inc. 2005
Equity Incentive Plan (as amended, the 2005 Plan) and the F5 Networks, Inc. 1999
Employee Stock Purchase Plan (as amended, the ESPP) |
Ladies and Gentlemen:
We have acted as counsel to F5 Networks, Inc., a Washington corporation (the Company), in
connection with the filing of the above-referenced Registration Statement with the Securities and
Exchange Commission on the date hereof (the Registration
Statement), for the registration
of (a) 5,000,000 shares of the Companys common stock, no par value (Common Stock), available for
issuance under the 2005 Plan and (b) 2,000,000 shares of Common Stock available for issuance under
the ESPP (such shares available for issuance under the 2005 Plan and the ESPP, collectively, the
Shares). In connection therewith, we have reviewed the Registration Statement, the Companys
Articles of Incorporation, Bylaws, minutes of appropriate meetings of the Board of Directors of the
Company, and copies of the 2005 Plan and the ESPP, and we have made such other investigation as we
have deemed appropriate. As to certain matters of fact that are material to our opinion, we have
also relied on a certificate of an officer of the Company. In rendering our opinion, we also have
made the assumptions that are customary in opinion letters of this kind. We have not verified any
of those assumptions.
Our opinion set forth below is limited to the Washington Business
Corporation Act.
Based on that review and
subject to the foregoing,
it is our opinion that the Shares will be, when issued and paid for pursuant to and in accordance
with the terms of the 2005 Plan or ESPP and any award agreement thereunder, as applicable, validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to all references to our firm included in or made a part of the Registration Statement. In
giving our consent, we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations
thereunder.
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Very truly yours, |
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/s/ K&L GATES LLP
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