Exhibit 5.1
+1 617 526 6000 (t)
+1 617 526 5000 (f)
wilmerhale.com
April 26, 2007
Akamai Technologies, Inc.
8 Cambridge Center
Cambridge, MA 02142
Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration Statement on Form S-3 (the
Registration Statement) filed with the Securities and Exchange Commission (the Commission)
under the Securities Act of 1933, as amended (the Securities Act), for the registration of an
aggregate of 348,528 shares of Common Stock, $0.01 par value per share (the Shares), of Akamai
Technologies, Inc., a Delaware corporation (the Company). All of the Shares are being registered
on behalf of certain stockholders of the Company (the Selling Stockholders).
We are acting as counsel for the Company in connection with the registration for resale of the
Shares. We have examined signed copies of the Registration Statement filed with the Commission.
We have also examined and relied upon minutes of meetings of the stockholders and the Board of
Directors of the Company as provided to us by the Company, stock record books of the Company as
provided to us by the Company, the Certificate of Incorporation and By-Laws of the Company, each as
restated and/or amended to date, and such other documents as we have deemed necessary for purposes
of rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as copies, the authenticity of the originals of such
latter documents and the legal competence of all signatories to such documents.
Our opinion below, insofar as it relates to the Selling Stockholders shares being fully paid, is
based solely on a certificate of the Vice President and General Counsel of the Company confirming
the Companys receipt of the consideration called for by the applicable resolutions authorizing the
issuance of such shares.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares, to
register and qualify the Shares for sale under all applicable state securities or blue sky laws.
Wilmer Cutler Pickering Hale and Dorr llp, 60 State Street, Boston, Massachusetts 02109
Baltimore Beijing Berlin Boston Brussels London New York Oxford Palo Alto Waltham Washington
April 26, 2007
Page 2
We express no opinion herein as to the laws of any state or jurisdiction other than the state laws
of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the
federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly
authorized and are validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with the offer and sale of the
Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion
should be inferred as to any other matters. This opinion is based upon currently existing
statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you
of any change in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K
under the Securities Act and to the use of our name therein and in the related prospectus under the
caption Legal Matters. In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities Act or the rules
and regulations of the Commission.
Very truly yours,
WILMER CUTLER PICKERING
HALE AND DORR LLP
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By: |
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/s/ Susan W. Murley |
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Susan W. Murley, Partner
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