8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 18, 2001

HANDSPRING, INC.

(Exact name of the Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-30719	77-0490705
(Commission File Number)	(IRS Employer Identification No.)

189 Bernardo Avenue, Mountain View, California	94043
(Address of principal executive offices)	(Zip Code)

(650) 230-5000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

ITEM 5: OTHER EVENTS.

         On December 19, 2001, Handspring, Inc. (“Handspring” or the “Registrant”) agreed to sell 7,000,000 shares of its common stock at a price to the public of $5.50 per share in a public offering to be underwritten by Credit Suisse First Boston Corporation. Handspring has also granted the underwriter a 30-day option to purchase an additional 1,050,000 shares of common stock solely for the purpose of covering over-allotments, if any. In addition, Handspring also agreed to sell 1,838,945 shares of its common stock at a price of $5.4379 per share to QUALCOMM Incorporated (“Qualcomm”). Each offering is scheduled to settle on December 24, 2001. Handspring intends to use the net proceeds from the offerings for general corporate purposes, which may include capital expenditures and investments, and may use a portion of the net proceeds to fund acquisitions of complementary businesses, products or technologies or to make strategic investments.

         The offered shares are registered under a “universal shelf” registration statement that was previously declared effective by the Securities and Exchange Commission. Under this registration statement, Handspring may offer and sell up to an aggregate of $75 million of its equity or debt securities from time to time. Handspring intends to file the prospectus and prospectus supplements being delivered in connection with these offerings pursuant to Rule 424(b).

         In November 2001, we provided a written communication to Qualcomm, which subsequently agreed to purchase 1,838,945 shares of common stock from us at a price of $5.4379 per share. It is possible that this communication might be deemed to be a prospectus that did not meet the requirements of the Securities Act and was therefore made in violation of the Securities Act. If this communication were determined to violate the Securities Act, then for a period of one year after the date Qualcomm discovered this violation, Qualcomm might bring a claim against us. In any action of this kind, it might seek recovery of the funds it paid for its shares or, if it had already sold its shares, damages resulting from its purchase and sales of those shares. We would contest any such claim vigorously.

         A copy of the prospectus and prospectus supplement relating to the underwritten offering may be obtained by writing to the offices of Credit Suisse First Boston Corporation, 11 Madison Avenue, New York, New York 10010-3629. A copy of the shelf registration statement, base prospectus and prospectus supplements relating to the offerings may be obtained by writing to the offices of Handspring, 189 Bernardo Avenue, Mountain View, California 94043. The underwriting agreement between Handspring and CSFB and an opinion of counsel related to these offerings are each filed as exhibits to this report and are incorporated by reference into this report and into the shelf registration statement.

         This report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy the shares, nor shall there be any sale of these shares in any state in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

Exhibit No.		Description of Exhibit
	1.01	Form of Underwriting Agreement, dated December     , 2001, between Handspring and Credit Suisse First Boston Corporation.
	23.01	Consent of Fenwick & West LLP (included in Exhibit 99.01)
	99.01	Opinion of Fenwick & West LLP regarding the legality of the shares offered.

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SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		HANDSPRING, INC.
Date:	December 19, 2001	By: /s/ Donna L. Dubinsky                    Donna L. Dubinsky      President and      Chief Executive Officer

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EXHIBIT INDEX

1.01	Form of Underwriting Agreement, dated December     , 2001, between Handspring and Credit Suisse First Boston Corporation.
23.01	Consent of Fenwick & West LLP (included in Exhibit 99.01)
99.01	Opinion of Fenwick & West LLP regarding the legality of the shares offered.

EX-1.01

                                                                    Exhibit 1.01



                                         SHARES

                                HANDSPRING, INC.

                                  COMMON STOCK


                             UNDERWRITING AGREEMENT


                                                               December  , 2001


CREDIT SUISSE FIRST BOSTON CORPORATION
         Eleven Madison Avenue,
           New York, N.Y. 10010-3629

Dear Sirs:

         1. Introductory. Handspring, Inc., a Delaware corporation ("COMPANY"),
proposes to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or
the "UNDERWRITER")           shares ("FIRM SECURITIES") of its Common Stock,
$0.001 par value ("SECURITIES") and also proposes to issue and sell to the
Underwriter, at the option of the Underwriter, an aggregate of not more than
           additional shares ("OPTIONAL SECURITIES") of its Securities as set
forth below. The Firm Securities and the Optional Securities are herein
collectively called the "OFFERED SECURITIES". The Company hereby agrees with the
Underwriter as follows:

         2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the Underwriter that:

         (a) A registration statement (No. 333-73616), including a prospectus,
         relating to the Offered Securities has been filed with the Securities
         and Exchange Commission ("COMMISSION") and has become effective. Such
         registration statement, as amended at the time of this Agreement, is
         hereinafter referred to as the "REGISTRATION STATEMENT", and the
         prospectus included in such Registration Statement, as supplemented to
         reflect the terms of the offering of the Offered Securities, as first
         filed with the Commission pursuant to and in accordance with Rule
         424(b) ("RULE 424(B)") under the Securities Act of 1933 (the "ACT"),
         including all material incorporated by reference therein, is
         hereinafter referred to as the "PROSPECTUS". No document has been or
         will be prepared or distributed in reliance on Rule 434 under the Act.

          (b) On the effective date of the registration statement relating to
         the Offered Securities, such registration statement conformed in all
         respects to the requirements of the Act and the rules and regulations
         of the Commission ("RULES AND REGULATIONS") and did not include any
         untrue statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, and on the date of this Agreement, the
         Registration Statement and the Prospectus conform in all respects to
         the requirements of the Act and the Rules and Regulations, and neither
         of such documents will include any untrue statement of a material fact
         or omit to state any material fact required to be stated therein or
         necessary to make the statements therein not misleading, except that
         the foregoing does not apply to statements in or omissions from any of
         such documents based upon written information furnished to the Company
         by the Underwriter specifically for use therein.

         (c) The Company has been duly incorporated and is an existing
         corporation in good standing under the laws of the State of Delaware,
         with power and authority (corporate and other) to own its properties
         and conduct its business as described in the Prospectus; and the
         Company is duly qualified to do business as a foreign corporation in
         good standing in all other jurisdictions in which its ownership or
         lease of property or the conduct of its business requires such
         qualification, except where the failure to be so qualified would not
         individually or in the aggregate have a material


                                       1


         adverse effect on the condition (financial or otherwise), business,
         properties or results of operations of the Company and its subsidiaries
         taken as a whole (hereinafter, a "MATERIAL ADVERSE EFFECT").

         (d) Each subsidiary of the Company has been duly incorporated and is an
         existing corporation in good standing under the laws of the
         jurisdiction of its incorporation, with power and authority (corporate
         and other) to own its properties and conduct its business as described
         in the Prospectus; and each subsidiary of the Company is duly qualified
         to do business as a foreign corporation in good standing in all other
         jurisdictions in which its ownership or lease of property or the
         conduct of its business requires such qualification except where the
         failure to be so qualified would not individually or in the aggregate
         have a Material Adverse Effect; all of the issued and outstanding
         capital stock of each subsidiary of the Company has been duly
         authorized and validly issued and is fully paid and nonassessable; the
         capital stock of each subsidiary owned by the Company, directly or
         through subsidiaries, is owned free from liens, encumbrances and
         defects; and all the subsidiaries of the Company taken as a whole do
         not constitute a "significant subsidiary" as defined in Rule 1-02 of
         Regulation S-X of the Act;

         (e) The Offered Securities and all other outstanding shares of capital
         stock of the Company have been duly authorized; all outstanding shares
         of capital stock of the Company are, and, when the Offered Securities
         have been delivered and paid for in accordance with this Agreement on
         each Closing Date (as defined below), such Offered Securities will have
         been, validly issued, fully paid and nonassessable and will conform in
         all material respects to the description thereof contained in the
         Prospectus; and the stockholders of the Company have no preemptive
         rights with respect to the Securities.

         (f) Except as disclosed in the Prospectus, there are no contracts,
         agreements or understandings between the Company and any person that
         would give rise to a valid claim against the Company or the Underwriter
         for a brokerage commission, finder's fee or other like payment in
         connection with this offering.

         (g) Except as disclosed in the Prospectus, there are no contracts,
         agreements or understandings between the Company and any person
         granting such person the right to require the Company to file a
         registration statement under the Act with respect to any securities of
         the Company owned or to be owned by such person or to require the
         Company to include such securities in the securities registered
         pursuant to the Registration Statement or in any securities being
         registered pursuant to any other registration statement filed by the
         Company under the Act, except for contracts or understandings, the
         requirements of which have been validly satisfied or waived.

         (h) The Offered Securities have been approved for listing on The Nasdaq
         Stock Market's National Market subject to notice of issuance.

         (i) No consent, approval, authorization, or order of, or filing with,
         any governmental agency or body or any court is required for the
         consummation of the transactions contemplated by this Agreement in
         connection with the issuance and sale of the Offered Securities by the
         Company, except such as have been obtained and made under the Act and
         such as may be required under state securities laws, and except as may
         be required by the rules of the National Association of Securities
         Dealers, Inc. ("NASD") governing the reasonableness of compensation
         received by the Underwriter in connection with the offering and
         distribution of the Offered Securities (the "NASD UNDERWRITING RULES").

         (j) The execution, delivery and performance of this Agreement, and the
         issuance and sale of the Offered Securities will not result in a breach
         or violation of any of the terms and provisions of, or constitute a
         default under, any statute, any rule, regulation or order of any
         governmental agency or body or any court, domestic or foreign, having
         jurisdiction over the Company or any subsidiary of the Company or any
         of their properties, or any material agreement or instrument to which
         the Company or any such subsidiary is a party or by which the Company
         or any such subsidiary is bound or to which any of the properties of
         the Company or any such subsidiary is subject, or the charter or
         by-laws of the Company or any such subsidiary (the "ORGANIZATIONAL
         DOCUMENTS"), and the Company has full power and authority to authorize,
         issue and sell the Offered Securities as contemplated by this
         Agreement.

         (k) This Agreement has been duly authorized, executed and delivered by
         the Company.

         (l) Except as disclosed in the Prospectus, the Company and its
         subsidiaries have good and marketable title to all real properties and
         all other properties and assets owned by them, in each


                                       2


         case free from liens, encumbrances and defects that would materially
         affect the value thereof or materially interfere with the use made or
         to be made thereof by them; and except as disclosed in the Prospectus,
         the Company and its subsidiaries hold any leased real or personal
         property under valid and enforceable leases with no exceptions that
         would materially interfere with the use made or to be made thereof by
         them.

         (m) The Company and its subsidiaries possess adequate certificates,
         authorities or permits issued by appropriate governmental agencies or
         bodies necessary to conduct the business now operated by them and have
         not received any notice of proceedings relating to the revocation or
         modification of any such certificate, authority or permit that, if
         determined adversely to the Company or any of its subsidiaries, would
         individually or in the aggregate have a Material Adverse Effect.

         (n) No labor dispute with the employees of the Company or any
         subsidiary exists or, to the knowledge of the Company, is imminent that
         might have a Material Adverse Effect.

         (o) The Company and its subsidiaries own, possess, license or can
         acquire on reasonable terms, adequate trademarks, trade names and other
         rights to inventions, know-how, patents, copyrights, confidential
         information and other intellectual property (collectively,
         "INTELLECTUAL PROPERTY RIGHTS") necessary to conduct the business now
         operated by them, or presently employed by them, and have not received
         any notice of infringement of or conflict with asserted rights of
         others with respect to any intellectual property rights that, if
         determined adversely to the Company or any of its subsidiaries, would
         individually or in the aggregate have a Material Adverse Effect.

         (p) Except as disclosed in the Prospectus, neither the Company nor any
         of its subsidiaries is in violation of any statute, any rule,
         regulation, decision or order of any governmental agency or body or any
         court, domestic or foreign, relating to the use, disposal or release of
         hazardous or toxic substances or relating to the protection or
         restoration of the environment or human exposure to hazardous or toxic
         substances (collectively, "ENVIRONMENTAL LAWS"), owns or operates any
         real property contaminated with any substance that is subject to any
         environmental laws, is liable for any off-site disposal or
         contamination pursuant to any environmental laws, or is subject to any
         claim relating to any environmental laws, which violation,
         contamination, liability or claim would individually or in the
         aggregate have a Material Adverse Effect; and the Company is not aware
         of any pending investigation which might lead to such a claim.

         (q) Except as disclosed in the Prospectus, there are no pending
         actions, suits or proceedings against or affecting the Company, any of
         its subsidiaries or any of their respective properties that, if
         determined adversely to the Company or any of its subsidiaries, would
         individually or in the aggregate have a Material Adverse Effect, or
         would materially and adversely affect the ability of the Company to
         perform its obligations under this Agreement, or which are otherwise
         material in the context of the sale of the Offered Securities; and no
         such actions, suits or proceedings are threatened or, to the Company's
         knowledge, contemplated.

         (r) The financial statements included in the Registration Statement and
         the Prospectus present fairly the financial position of the Company and
         its consolidated subsidiaries as of the dates shown and their results
         of operations and cash flows for the periods shown, and such financial
         statements have been prepared in conformity with the generally accepted
         accounting principles in the United States applied on a consistent
         basis; and the schedules included in the Registration Statement present
         fairly the information required to be stated therein.

         (s) Except as disclosed in the Prospectus, since the date of the latest
         audited financial statements included in the Prospectus there has been
         no material adverse change, nor any development or event involving a
         prospective material adverse change, in the condition (financial or
         other), business, properties or results of operations of the Company
         and its subsidiaries taken as a whole, and, except as disclosed in or
         contemplated by the Prospectus, there has been no dividend or
         distribution of any kind declared, paid or made by the Company on any
         class of its capital stock.

         (t) The Company is not and, after giving effect to the offering and
         sale of the Offered Securities and the application of the proceeds
         thereof as described in the Prospectus, will not be an "investment
         company" as defined in the Investment Company Act of 1940.

         3. Purchase, Sale and Delivery of Offered Securities. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company agrees to sell to the
Underwriter, and the Underwriter agrees to purchase from the Company, at a


                                       3


purchase price of $     per share, the Firm Securities.

         The Company will deliver the Firm Securities to CSFBC at the office of
Fenwick & West LLP, 2 Palo Alto Square, Palo Alto, CA 94306, against payment of
the purchase price in Federal (same day) funds by official bank check or checks
or wire transfer to an account at a bank acceptable to CSFBC drawn to the order
of Handspring, Inc. at the above office of Fenwick & West LLP at 10:00 A.M., New
York time, on December 24, 2001 or at such other time not later than seven full
business days thereafter as CSFBC and the Company determine, such time being
herein referred to as the "FIRST CLOSING DATE". For purposes of Rule 15c6-1
under the Securities Exchange Act of 1934, the First Closing Date (if later than
the otherwise applicable settlement date) shall be the settlement date for
payment of funds and delivery of securities for all the Offered Securities sold
pursuant to the offering. The certificates for the Firm Securities so to be
delivered will be in definitive form, in such denominations and registered in
such names as CSFBC requests and will be made available for checking and
packaging at the office of CSFBC, at least 24 hours prior to the First Closing
Date.

         In addition, upon written notice from CSFBC, given to the Company from
time to time not more than 30 days subsequent to the date of the Prospectus,
CSFBC may purchase all or less than all of the Optional Securities at the
purchase price per share to be paid for the Firm Securities. The Company agrees
to sell to CSFBC the number of shares of Optional Securities specified in such
notice and CSFBC agrees to purchase such Optional Securities. Such Optional
Securities may be purchased by CSFBC only for the purpose of covering
over-allotments made in connection with the sale of the Firm Securities. No
Optional Securities shall be sold or delivered unless the Firm Securities
previously have been, or simultaneously are, sold and delivered. The right to
purchase the Optional Securities or any portion thereof may be exercised from
time to time and to the extent not previously exercised may be surrendered and
terminated at any time upon notice by CSFBC to the Company.

         Each time for the delivery of and payment for the Optional Securities,
being herein referred to as an "OPTIONAL CLOSING DATE", which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "CLOSING DATE"), shall be determined by the
Underwriter but shall be not later than five full business days after written
notice of election to purchase Optional Securities is given. The Company will
deliver the Optional Securities being purchased on each Optional Closing Date to
CSFBC at the office of Fenwick & West LLP, against payment of the purchase price
therefor in Federal (same day) funds by official bank check or checks or wire
transfer to an account at a bank acceptable to CSFBC drawn to the order of
Handspring, Inc., at the above office of Fenwick & West LLP. The certificates
for the Optional Securities being purchased on each Optional Closing Date will
be in definitive form, in such denominations and registered in such names as
CSFBC requests upon reasonable notice prior to such Optional Closing Date and
will be made available for checking and packaging at the above office of CSFBC
at a reasonable time in advance of such Optional Closing Date.

         4. Offering by Underwriter. It is understood that the Underwriter
proposes to offer the Offered Securities for sale to the public as set forth in
the Prospectus.

         5. Certain Agreements of the Company. The Company agrees with the
Underwriter that it will furnish to counsel for the Underwriter, one signed copy
of the registration statement relating to the Offered Securities, including all
exhibits, in the form it became effective and of all amendments thereto and
that, in connection with the offering of Offered Securities:

         (a) The Company will file the Prospectus with the Commission pursuant
         to and in accordance with Rule 424(b) not later than the second
         business day following the execution and delivery of this Agreement.

         (b) The Company will advise the Underwriter promptly of any proposal to
         amend or supplement the Registration Statement or the Prospectus and
         will afford the Underwriter a reasonable opportunity to comment on any
         such proposed amendment or supplement; and the Company will also advise
         the Underwriter promptly of the filing of any such amendment or
         supplement and of the institution by the Commission of any stop order
         proceedings in respect of the Registration Statement or of any part
         thereof and will use its best efforts to prevent the issuance of any
         such stop order and to obtain as soon as possible its lifting, if
         issued.

         (c) If, at any time when a prospectus relating to the Offered
         Securities is required to be


                                       4


         delivered under the Act in connection with sales by the Underwriter or
         dealer, any event occurs as a result of which the Prospectus as then
         amended or supplemented would include an untrue statement of a material
         fact or omit to state any material fact necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading, or if it is necessary at any time to amend
         the Prospectus to comply with the Act, the Company promptly will notify
         the Underwriter of such event and will promptly prepare and file with
         the Commission, at its own expense, an amendment or supplement which
         will correct such statement or omission or an amendment which will
         effect such compliance. Neither the Underwriter's consent to, nor the
         Underwriter's delivery of, any such amendment or supplement shall
         constitute a waiver of any of the conditions set forth in Section 6
         hereof.

         (d) As soon as practicable, but not later than 16 months, after the
         date of this Agreement, the Company will make generally available to
         its securityholders an earnings statement covering a period of at least
         12 months beginning after the later of (i) the effective date of the
         registration statement relating to the Offered Securities, (ii) the
         effective date of the most recent post-effective amendment to the
         Registration Statement to become effective prior to the date of this
         Agreement and (iii) the date of the Company's most recent Annual Report
         on Form 10-K filed with the Commission prior to the date of this
         Agreement, which will satisfy the provisions of Section 11(a) of the
         Act.

         (e) The Company will furnish to the Underwriter copies of the
         Registration Statement, including all exhibits, any related preliminary
         prospectus, any related preliminary prospectus supplement, the
         Prospectus and all amendments and supplements to such documents by
         which the Offered Securities are offered, in each case as soon as
         available and in such quantities as the Underwriter reasonably
         requests. The Company will pay the expenses of printing and
         distributing to the Underwriter all such documents.

         (f) The Company will arrange for the qualification of the Offered
         Securities for sale under the laws of such jurisdictions as the
         Underwriter designates and will continue such qualifications in effect
         so long as required for the distribution.

         (g) During the period of five years hereafter, the Company will furnish
         to the Underwriter, as soon as practicable after the end of each fiscal
         year, a copy of its annual report to stockholders for such year; and
         the Company will furnish to the Underwriter (i) as soon as available, a
         copy of each report and any definitive proxy statement of the Company
         filed with the Commission under the Securities Exchange Act of 1934 or
         mailed to stockholders, and (ii) from time to time, such other
         information concerning the Company as the Underwriter may reasonably
         request.

         (h) The Company will pay all expenses incident to the performance of
         its obligations under this Agreement, for any filing fees and other
         expenses (including fees and disbursements of counsel) incurred in
         connection with qualification of the Offered Securities for sale under
         the laws of such jurisdictions as the Underwriter designates and the
         printing of memoranda relating thereto, for the filing fee incident to
         the review by the National Association of Securities Dealers, Inc. of
         the Offered Securities, for any travel expenses of the Company's
         officers and employees and any other expenses of the Company in
         connection with attending or hosting meetings with prospective
         purchasers of the Offered Securities and for expenses incurred in
         distributing any preliminary prospectuses, any preliminary prospectus
         supplements and the Prospectus (including any amendments and
         supplements thereto) to the Underwriter.

         (i) For a period of 30 days after the date hereof, the Company will not
         offer, sell, contract to sell, pledge or otherwise dispose of, directly
         or indirectly, or file with the Commission a registration statement
         under the Act relating to, any additional Securities or securities
         convertible into or exchangeable or exercisable for any Securities, or
         publicly disclose the intention to make any such offer, sale, pledge,
         disposition or filing, without the prior written consent of the
         Underwriter, except (i) grants of options to purchase Securities,
         restricted stock or other stock-based awards pursuant to the Company's
         2000 Equity Incentive Plan, existing and in effect on the date hereof;
         (ii) the issuance by the Company of Securities pursuant to the 2000
         Employee Stock Purchase Plan, existing and in effect on the date
         hereof; (iii) the issuance by the Company of Securities upon the
         exercise of stock options or upon the exercise or conversion of
         options, warrants or convertible securities of the Company, in each
         case, outstanding on the date hereof; and (iv) issuances of Securities
         pursuant to the Company's dividend reinvestment plan.

         6. Conditions of the Obligations of the Underwriter. The obligations of
the Underwriter to


                                       5


purchase and pay for the Firm Securities on the First Closing Date and the
Optional Securities to be purchased on each Optional Closing Date will be
subject to the accuracy of the representations and warranties on the part of the
Company herein, to the accuracy of the statements of Company officers made
pursuant to the provisions hereof, to the performance by the Company of its
obligations hereunder and to the following additional conditions precedent:

         (a) On or prior to the date of this Agreement, the Underwriter shall
         have received a letter, dated the date of delivery thereof, of
         PricewaterhouseCoopers LLP confirming that they are independent public
         accountants within the meaning of the Act and the applicable published
         Rules and Regulations thereunder and stating to the effect that:

                           (i) in their opinion the financial statements,
                  schedules and any summary of earnings examined by them and
                  included in the Prospectus comply as to form in all material
                  respects with the applicable accounting requirements of the
                  Act and the related published Rules and Regulations;

                           (ii) they have performed the procedures specified by
                  the American Institute of Certified Public Accountants for a
                  review of interim financial information as described in
                  Statement of Auditing Standards No. 71, Interim Financial
                  Information, on any unaudited financial statements included in
                  the Registration Statement;

                           (iii) on the basis of the review referred to in
                  clause (ii) above, a reading of the latest available interim
                  financial statements of the Company, inquiries of officials of
                  the Company who have responsibility for financial and
                  accounting matters and other specified procedures, nothing
                  came to their attention that caused them to believe that:

                                    (A) the unaudited financial statements and
                           any summary of earnings included in the Prospectus do
                           not comply as to form in all material respects with
                           the applicable accounting requirements of the Act and
                           the related published Rules and Regulations or any
                           material modifications should be made to such
                           unaudited financial statements and summary of
                           earnings for them to be in conformity with generally
                           accepted accounting principles;

                                    (B) at the date of the latest available
                           balance sheet read by such accountants, or at a
                           subsequent specified date not more than three
                           business days prior to the date of the such letter,
                           there was any change in the capital stock or any
                           increase in short-term indebtedness or long-term debt
                           of the Company and its consolidated subsidiaries or,
                           at the date of the latest available balance sheet
                           read by such accountants, there was any decrease in
                           consolidated net current assets or net assets, as
                           compared with amounts shown on the latest balance
                           sheet included in the Prospectus; or

                                    (C) for the period from the closing date of
                           the latest income statement included in the
                           Prospectus to the closing date of the latest
                           available income statement read by such accountants
                           there were any decreases, as compared with the
                           corresponding period of the previous year and with
                           the period of corresponding length ended the date of
                           the latest income statement included in the
                           Prospectus, in consolidated net sales, net operating
                           income, in the total or per share amounts of
                           consolidated income before extraordinary items or of
                           net income or in the ratio of earnings to fixed
                           charges and preferred stock dividends combined;

except in all cases set forth in clauses (B) and (C) above for changes,
increases or decreases which are described in such letter; and

                           (iv) they have compared specified dollar amounts (or
                  percentages derived from such dollar amounts) and other
                  financial information contained in the Prospectus (in each
                  case to the extent that such dollar amounts, percentages and
                  other financial information are derived from the general
                  accounting records of the Company and its subsidiaries subject
                  to the internal controls of the Company's accounting system or
                  are derived directly from such records by analysis or
                  computation) with the results obtained from inquiries, a
                  reading of such general accounting records and other
                  procedures specified in such letter and have found such dollar
                  amounts, percentages and other financial information to be in
                  agreement with such results, except as otherwise specified


                                       6


                  in such letter.

All financial statements and schedules included in material incorporated by
reference into the Prospectus shall be deemed included in the Prospectus for
purposes of this subsection.

         (b) The Prospectus shall have been filed with the Commission in
         accordance with the Rules and Regulations and Section 5(a) of this
         Agreement. No stop order suspending the effectiveness of the
         Registration Statement or of any part thereof shall have been issued
         and no proceedings for that purpose shall have been instituted or, to
         the knowledge of the Company or the Underwriter, shall be contemplated
         by the Commission.

         (c) Subsequent to the execution of this Agreement, there shall not have
         occurred (i) any change, or any development or event involving a
         prospective change, in the condition (financial or other), business,
         properties or results of operations of the Company and its subsidiaries
         taken as one enterprise which, in the judgment of the Underwriter, is
         material and adverse and makes it impractical or inadvisable to proceed
         with completion of the public offering or the sale of and payment for
         the Offered Securities; (ii) any downgrading in the rating of any debt
         securities of the Company by any "nationally recognized statistical
         rating organization" (as defined for purposes of Rule 436(g) under the
         Act), or any public announcement that any such organization has under
         surveillance or review its rating of any debt securities of the Company
         (other than an announcement with positive implications of a possible
         upgrading, and no implication of a possible downgrading, of such
         rating) or any announcement that the Company's debt securities have
         been placed on negative outlook; (iii) any change in U.S. or
         international financial, political or economic conditions or currency
         exchange rates or exchange controls as would, in the judgment of the
         Underwriter, be likely to prejudice materially the success of the
         proposed issue, sale or disposition of the Offered Securities, whether
         in the primary market or in respect of dealings in the secondary
         market; (iv) any material suspension or material limitation of trading
         in securities generally on the New York Stock Exchange or the Nasdaq
         National Market, or any setting of minimum prices for trading on such
         exchange, or any suspension of trading of any securities of the Company
         on any exchange or in the over-the-counter market; (v) any banking
         moratorium declared by U.S. Federal or New York authorities; (vi) any
         major disruption of settlements of securities clearance services in the
         United States or (vii) any attack on, outbreak or escalation of
         hostilities or act of terrorism involving the United States, any
         declaration of war by Congress or any other national or international
         calamity or emergency if, in the judgment of the Underwriter, the
         effect of any such attack, outbreak, escalation, act, declaration,
         calamity or emergency makes it impractical or inadvisable to proceed
         with completion of the public offering or the sale of and payment for
         the Offered Securities.

         (d) The Underwriter shall have received an opinion, dated such Closing
         Date, of Fenwick & West LLP, counsel for the Company, to the effect
         that:

                           (i) The Company has been duly incorporated and is an
                  existing corporation in good standing under the laws of the
                  State of Delaware, with corporate power and authority to own
                  its properties and conduct its business as described in the
                  Prospectus; and the Company is duly qualified to do business
                  as a foreign corporation in good standing in all other
                  jurisdictions in which its ownership or lease of property or
                  the conduct of its business requires such qualification
                  (except where the failure to so qualify, individually or in
                  the aggregate, would not have a Material Adverse Effect);

                           (ii) The Offered Securities delivered on such Closing
                  Date and all other outstanding shares of the Common Stock of
                  the Company have been duly authorized and validly issued, and,
                  to our knowledge, are fully paid and nonassessable and conform
                  to the description thereof contained in the Prospectus insofar
                  as such description purports to summarize certain provisions
                  of the outstanding shares of the capital stock of the Company;
                  and the stockholders of the Company have (A) no statutory
                  preemptive rights, (B) no preemptive rights pursuant to the
                  Organizational Documents or (C) to such counsel's knowledge,
                  any similar rights, with respect to the Offered Securities;

                           (iii) Except as disclosed in the Prospectus, there
                  are no contracts, agreements or understandings known to such
                  counsel between the Company and any person granting such
                  person the right, which has not been satisfied or waived, to
                  require


                                       7


                  the Company to file a registration statement under the Act
                  with respect to any securities of the Company owned or to be
                  owned by such person or to require the Company to include such
                  securities in the securities registered pursuant to the
                  Registration Statement or in any securities being registered
                  pursuant to any other registration statement filed by the
                  Company under the Act;

                           (iv) No consent, approval, authorization or order of,
                  or filing with, any governmental agency or body or, to such
                  counsel's knowledge, any court is required for the
                  consummation of the transactions contemplated by this
                  Agreement in connection with the issuance or sale of the
                  Offered Securities by the Company (other than as may be
                  required by the NASD Underwriting Rules, and as may be
                  required by the securities and Blue Sky laws of the various
                  states and other jurisdictions as to which such counsel need
                  not express any opinion), except such as have been obtained
                  and made under the Act and the Securities Exchange Act of
                  1934, as amended;

                           (v) The execution, delivery and performance of this
                  Agreement and the issuance and sale of the Offered Securities
                  will not result in a breach or violation of any of the terms
                  and provisions of, or constitute a default under, any statute,
                  any rule, regulation or, to such counsel's knowledge, order of
                  any governmental agency or body or any court having
                  jurisdiction over the Company or any of its properties (except
                  that such counsel need not express any opinion with regard to
                  foreign or state securities or Blue Sky laws or regulations),
                  or any agreement or instrument that is filed as an exhibit to
                  the Registration Statement (including any exhibit to materials
                  incorporated by reference therein) to which the Company is a
                  party or by which the Company is bound or to which any of the
                  properties of the Company is subject, or the charter or
                  by-laws of the Company, and the Company has full corporate
                  power and authority to authorize, issue and sell the Offered
                  Securities as contemplated by this Agreement;

                           (vi) The Registration Statement has become effective
                  under the Act, the Prospectus was filed with the Commission
                  pursuant to the subparagraph of Rule 424(b) specified in such
                  opinion on the date specified therein, and, to the knowledge
                  of such counsel, no stop order suspending the effectiveness of
                  the Registration Statement or any part thereof has been issued
                  and no proceedings for that purpose have been instituted or
                  are pending or contemplated under the Act, and the
                  Registration Statement, as of its effective date, the
                  Registration Statement and the Prospectus, as of the date of
                  this Agreement, and any amendment or supplement to the
                  Prospectus, as of its date, complied as to form in all
                  material respects with the requirements of the Act and the
                  Rules and Regulations (except that such counsel need not
                  express any opinion as to the financial statements and
                  schedules, related notes and other financial and statistical
                  information derived therefrom); such counsel have no reason to
                  believe that the Registration Statement, as of its effective
                  date, the date of this Agreement or as of the Closing Date,
                  contained any untrue statement of a material fact or omitted
                  to state any material fact required to be stated therein or
                  necessary to make the statements therein not misleading or
                  that the Prospectus, as of the date hereof or as of such
                  Closing Date, or any amendment or supplement thereto, as of
                  its date or as of the Closing Date, contained any untrue
                  statement of a material fact or omitted to state any material
                  fact necessary in order to make the statements therein, in the
                  light of the circumstances under which they were made, not
                  misleading (except that such counsel need not express any
                  opinion as to the financial statements and schedules, related
                  notes and other financial and statistical information derived
                  therefrom); the descriptions (i) in the Prospectus under the
                  captions "Risk Factors", "Dividend Policy", "Description of
                  Securities to be Registered" and "Underwriting", (ii) under
                  Part II of the Registration Statement, (iii) in the Company's
                  Quarterly Report on Form 10-Q for the quarter ended September
                  29, 2001, under Part I, "Item 2. Management's Discussion and
                  Analysis of Financial Condition and Results of Operations" and
                  under Part II, "Item 1. Legal Proceedings"; and (iv) in the
                  Company's Annual Report on Form 10-K for the year ended June
                  30, 2001, under Part I, "Item 1.


                                       8


                  Business", "Item 2. Properties" and "Item 3. Legal
                  Proceedings" and under Part II, "Item 6. Management's
                  Discussion and Analysis of Financial Condition and Results of
                  Operations", in each case as of the date such description was
                  originally filed with the Commission, of statutes, legal and
                  governmental proceedings and contracts and other documents are
                  accurate and fairly present the information required to be
                  shown; and such counsel do not know of any legal or
                  governmental proceedings required to be described in the
                  Registration Statement or Prospectus which are not described
                  as required or of any contracts or documents of a character
                  required to be described in the Registration Statement or
                  Prospectus or to be filed as exhibits to the Registration
                  Statement which are not described and filed as required
                  (except as may be required by the Commission upon the
                  resolution of certain applications for confidential treatment
                  which are currently being evaluated by the Commission); and

                  (vii) This Agreement has been duly authorized, executed and
         delivered by the Company.

         (e) The Underwriter shall have received from Davis Polk & Wardwell,
         counsel for the Underwriter, such opinion or opinions, dated such
         Closing Date, with respect to the incorporation of the Company, the
         validity of the Offered Securities delivered on such Closing Date, the
         Registration Statement, the Prospectus and other related matters as the
         Underwriter may require, and the Company shall have furnished to such
         counsel such documents as they request for the purpose of enabling them
         to pass upon such matters.

         (f) The Underwriter shall have received a certificate, dated the
         Closing Date, of Donna Dubinsky and Bernard Whitney, as Chief Executive
         Officer and Chief Financial Officer, respectively, of the Company in
         which such officers, to the best of their knowledge after reasonable
         investigation, shall state that the representations and warranties of
         the Company in this Agreement are true and correct, that the Company
         has complied with all agreements and satisfied all conditions on its
         part to be performed or satisfied hereunder at or prior to the Closing
         Date, that no stop order suspending the effectiveness of the
         Registration Statement or of any part thereof has been issued and no
         proceedings for that purpose have been instituted or are contemplated
         by the Commission and that, subsequent to the date of the most recent
         financial statements in the Prospectus, there has been no material
         adverse change, nor any development or event involving a prospective
         material adverse change, in the condition (financial or other),
         business, properties or results of operations of the Company and its
         subsidiaries taken as a whole except as set forth in or contemplated by
         the Prospectus or as described in such certificate.

         (g) The Underwriter shall have received a letter, dated such Closing
         Date, of PricewaterhouseCoopers LLP which meets the requirements of
         subsection (a) of this Section, except that the specified date referred
         to in such subsection will be a date not more than three days prior to
         such Closing Date for the purposes of this subsection.

         (h) On or prior to the date of this Agreement, the Underwriter shall
         have received lockup letters from each of the executive officers and
         directors of the Company.

The Company will furnish the Underwriter with such conformed copies of such
opinions, certificates, letters and documents as the Underwriter reasonably
requests. The Underwriter may in its sole discretion waive compliance with any
conditions to the obligations of the Underwriter hereunder, whether in respect
of an Optional Closing Date or otherwise.

         7. Indemnification and Contribution. (a) The Company will indemnify and
hold harmless the Underwriter, its partners, directors and officers and each
person, if any, who controls the Underwriter within the meaning of Section 15 of
the Act, against any losses, claims, damages or liabilities, joint or several,
to which the Underwriter may become subject, under the Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement, the Prospectus, or
any amendment or supplement thereto, or any related preliminary prospectus or
preliminary prospectus supplement, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse the Underwriter for any legal or other expenses reasonably
incurred by the Underwriter in


                                       9


connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with written information furnished
to the Company by the Underwriter specifically for use therein, it being
understood and agreed that the only such information furnished by the
Underwriter consists of the information described as such in subsection (b)
below; and provided, further, that with respect to any untrue statement or
alleged untrue statement in or omission or alleged omission from any preliminary
prospectus or preliminary prospectus supplement, the indemnity agreement
contained in this subsection (a) shall not inure to the benefit of the
Underwriter from whom the person asserting any such losses, claims, damages or
liabilities purchased the Offered Securities concerned, to the extent that a
prospectus relating to such Offered Securities was required to be delivered by
the Underwriter under the Act in connection with such purchase and any such
loss, claim, damage or liability of the Underwriter results from the fact that
there was not sent or given to such person, at or prior to the written
confirmation of the sale of such Offered Securities to such person, a copy of
the Prospectus if the Company had previously furnished copies thereof to the
Underwriter.

         (b) The Underwriter will indemnify and hold harmless the Company, its
directors and officers and each person, if any who controls the Company within
the meaning of Section 15 of the Act, against any losses, claims, damages or
liabilities to which the Company may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement, the
Prospectus, or any amendment or supplement thereto, or any related preliminary
prospectus or preliminary prospectus supplement, or arise out of or are based
upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Company by the Underwriter specifically for use therein, and will reimburse any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such
information furnished by the Underwriter consists of the following information
in the prospectus supplement furnished on behalf of the Underwriter: the
concession figure appearing in the fourth paragraph under the caption
"Underwriting".

         (c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under subsection (a) or (b) above. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this Section for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened action in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party unless such settlement (i) includes an unconditional release
of such indemnified party from all liability on any claims that are the subject
matter of such action and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act by or on behalf of an
indemnified party.

         (d) If the indemnification provided for in this Section is unavailable
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims,


                                       10


damages or liabilities referred to in subsection (a) or (b) above (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriter on the other from the offering of
the Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and the Underwriter on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriter on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received by
the Company bear to the total underwriting discounts and commissions received by
the Underwriter. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriter and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), the
Underwriter shall not be required to contribute any amount in excess of the
amount by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which the Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

         (e) The obligations of the Company under this Section shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls the
Underwriter within the meaning of the Act; and the obligations of the
Underwriter under this Section shall be in addition to any liability which the
Underwriter may otherwise have and shall extend, upon the same terms and
conditions, to each director of the Company, to each officer of the Company who
has signed the Registration Statement and to each person, if any, who controls
the Company within the meaning of the Act.

         8. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers and of the Underwriter set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation, or statement as to the results thereof, made by or on behalf of
the Underwriter, the Company or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Offered Securities. If for any reason the purchase of the
Offered Securities by the Underwriter is not consummated, the Company shall
remain responsible for the expenses to be paid or reimbursed by it pursuant to
Section 5 and the respective obligations of the Company and the Underwriter
pursuant to Section 7 shall remain in effect, and if any Offered Securities have
been purchased hereunder the representations and warranties in Section 2 and all
obligations under Section 5 shall also remain in effect. If the purchase of the
Offered Securities by the Underwriter is not consummated for any reason other
than solely because of the occurrence of any event specified in clause (iii),
(iv), (v), (vi) or (vii) of Section 6(c), the Company will reimburse the
Underwriter for all out-of-pocket expenses (including fees and disbursements of
counsel) reasonably incurred by them in connection with the offering of the
Offered Securities.

         9. Notices. All communications hereunder will be in writing and, if
sent to the Underwriter, will be mailed, delivered or telegraphed and confirmed
to CSFBC at Credit Suisse First Boston Corporation, Eleven Madison Avenue, New
York, New York 10010-3629, Attention: Transactions Advisory Group, or, if sent
to the Company, will be mailed, delivered or telegraphed and confirmed to it at
189 Bernardo Avenue, Mountain View, CA 94304, Attention: Chief Financial
Officer; provided, however, that any notice to the Underwriter pursuant to
Section 7 will be mailed, delivered or telegraphed and confirmed to the
Underwriter.

         10. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in


                                       11


Section 7, and no other person will have any right or obligation hereunder.

         11. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

         12. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.

         The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.


                                       12


         If the foregoing is in accordance with the Underwriter's understanding
of our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement between the Company and the
Underwriter in accordance with its terms.


                                Very truly yours,

                                     HANDSPRING, INC.


                                         By
                                            -----------------------------------
                                            Bernard J. Whitney
                                            Chief Financial Officer


                                       13



The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written.

         CREDIT SUISSE FIRST BOSTON CORPORATION

         By
             -----------------------------------
             Name:
             Title:


                                       14

EX-99.01

                                                                   EXHIBIT 99.01


                                December 19, 2001


Handspring, Inc.
2831 Mission College Boulevard
Santa Clara, CA  95054

Ladies and Gentlemen:

         We have examined the Registration Statement on Form S-3 (File No.
333-73616) (the "REGISTRATION STATEMENT") filed by Handspring, Inc., a Delaware
corporation (the "COMPANY"), on November 19, 2001 and Amendment No. 1 thereto
filed on December 7, 2001, in connection with the registration under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), of up to an aggregate
of $75,000,000 of the Company's debt securities, shares of preferred stock,
shares of common stock or warrants to purchase debt securities, preferred stock
or common stock, as described under "Securities to be Registered" in the
Registration Statement (the "SECURITIES"). With the prospectus and prospectus
supplements which comprise part of the Registration Statement, the Company may
offer and sell the Securities from time to time on a delayed or continuous
basis.

         The Company currently proposes to sell up to an aggregate of 9,888,945
shares (the "TAKEDOWN SHARES") of the Company's Common Stock, $0.001 par value
per share (the "COMMON STOCK"), under the Registration Statement (the
"OFFERINGS"), including (i) up to 8,050,000 shares to Credit Suisse First Boston
Corporation (the "UNDERWRITER") pursuant to the Underwriting Agreement dated
December 19, 2001 between the Company and the Underwriter (the "UNDERWRITING
AGREEMENT"), and (ii) 1,838,945 shares to an investor (the "INVESTOR") pursuant
to a subscription agreement dated December 18, 2001 between the Company and the
Investor (the "SUBSCRIPTION AGREEMENT").

         In addition to the Registration Statement, we have also examined the
following in rendering this opinion:

         (1)      the Second Amended and Restated Certificate of Incorporation
                  of the Company, as filed with the Delaware Secretary of State
                  on June 26, 2000;

         (2)      the Restated Bylaws of the Company, as adopted on May 16,
                  2000;

         (3)      the Current Report on Form 8-K with which this opinion is
                  filed as an exhibit;

         (4)      the base prospectus comprising part of the Registration
                  Statement, as amended (the "BASE PROSPECTUS"), and the
                  accompanying prospectus supplements applicable to each of the
                  Offerings (each, a "PROSPECTUS SUPPLEMENT");

         (5)      the resolutions of the Company's Board of Directors (the
                  "BOARD") adopted at a meeting on November 14, 2001, approving
                  the filing of the Registration Statement and the issuance of
                  up to $60,000,000 of the Securities;

         (6)      the action by unanimous written consent of the Board dated
                  December 6, 2001, approving the issuance of up to an
                  additional $15,000,000 of the Securities and establishing a
                  pricing committee of the Board to approve each offering of
                  Securities and the terms of any such sale;

         (7)      the resolutions of the pricing committee of the Board dated
                  December 18, 2001, approving the appointment of the
                  Underwriter, authorizing the Company to enter into the
                  Underwriting Agreement and the Subscription Agreement, and
                  approving the terms of the Offerings (the "PRICING COMMITTEE
                  RESOLUTIONS");

         (8)      the Underwriting Agreement;

         (9)      the Subscription Agreement;

         (10)     the form of certificate representing shares of Common Stock;

         (11)     a statement from the Company as of the date hereof as to the
                  number of (i) outstanding shares of capital stock, (ii) issued
                  and outstanding options, warrants and rights to purchase
                  capital stock, and (iii) any additional shares of capital
                  stock reserved for future issuance in connection with the
                  Company's stock option and stock purchase plans and all other
                  plans, agreements or rights;

         (12)     a statement from the Company's transfer agent as to the number
                  of issued and outstanding shares of Common Stock as of the
                  date of this opinion; and

         (13)     a Management Certificate addressed to us and dated of even
                  date herewith executed by the Company containing factual and
                  other representations.

         In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all persons or
entities executing the same (other than the Company), the lack of any
undisclosed termination, modification, waiver or amendment to any documents
reviewed by us, and the due authorization, execution and delivery of all
documents where authorization, due execution and delivery are prerequisites to
the effectiveness thereof (other than the due authorization, execution and
delivery of the documents described above by the Company). We have also assumed
that, if and to the extent that the Takedown Shares are issued in certificated
form, the certificates representing the Takedown Shares will be, when issued,
properly signed by authorized officers of the Company or their agents.


                                      -2-

         As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information included in the documents
referred to above and the representations and warranties made by representatives
of the Company to us, including but not limited to those set forth in the
Management Certificate. We have made no independent investigation or other
attempt to verify the accuracy of any of such information or to determine the
existence or non-existence of any other factual matters; however, we are not
aware of any facts that would cause us to believe that the opinions expressed
herein are not accurate.

         In connection with our opinion expressed below, we have assumed that,
at or prior to the time of the delivery of any of the Takedown Shares, there
will not have occurred any change in law affecting the validity of the Takedown
Shares.

         We are admitted to practice law in the state of California, and this
opinion is rendered only with respect to, and no opinion is expressed herein
concerning the application or effect of the laws of any jurisdiction other than,
the existing laws of the United States of America, the existing laws of the
state of California, and the Delaware General Corporation Law, the Delaware
Constitution and reported judicial decisions interpreting these laws.

        Based upon the foregoing, we are of the opinion that the Takedown
Shares, when issued, sold and delivered in the manner and for the consideration
stated in the Pricing Committee Resolutions, the Registration Statement, the
Base Prospectus and applicable Prospectus Supplement and pursuant to the terms
of the Underwriting Agreement or Subscription Agreement, as applicable, will be
validly issued, fully paid and nonassessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus and any amendments or supplements
thereto. This opinion is intended solely for use in connection with the issuance
and sale of Takedown Shares under the Registration Statement and is not to be
relied upon for any other purpose. This opinion speaks as of the date first
above written, and we assume no obligation to advise you of any fact,
circumstance, event or change in the law or the facts that may hereafter be
brought to our attention whether or not such occurrence would affect or modify
the opinions expressed herein.

                                     Very truly yours,

                                     FENWICK & WEST LLP


                                     By: /s/ ROBERT A. FREEDMAN
                                         -------------------------------
                                          Robert A. Freedman, a Partner





                                      -3-