EXHIBIT 5.1

December 20, 2001

Pal m, Inc.

547 0 Great America Parkway

San ta Clara, California 95052

RE: REGISTRATION STATEMENT OF FORM S-3

La dies and Gentlemen:

          We have examined the Registration Statement on Form S-3 to be filed by you with the Securities and Exchange Commission on or about December 20, 2001 (as such may thereafter be amended or supplemented, the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended, of 5,250,390 shares of your Common Stock (the “Shares”). The Shares are to be offered for sale by the selling stockholders named therein.

          As your legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares. It is our opinion that the Shares are duly authorized, legally and 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 the use of our name wherever appearing in the Registration Statement, including the prospectus constituting a part thereof, and any amendments thereto.

Ve ry truly yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/     WILSON SONSINI GOODRICH & ROSATI