EXHIBIT 5.1

April 25, 2005

Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304

An additional 75,000,000 Shares of Common Stock of Hewlett-Packard Company offered pursuant to the Hewlett-Packard Company 2000 Employee Stock Purchase Plan

Dear Sir or Madam:

        I have examined the proceedings taken and the instruments executed in connection with the organization and present capitalization of Hewlett-Packard Company (“HP”) and the reservation for issuance and authorization of the sale and issuance from time to time of not in excess of an additional 75,000,000 shares of HP’s Common Stock (the “Shares”) to be issued upon exercise of options granted pursuant to the Hewlett-Packard Company 2000 Employee Stock Purchase Plan  (the “Plan”). The Shares are the subject of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the “Registration Statement”), which is being filed with the Securities and Exchange Commission and to which this opinion is to be attached as an exhibit.

        Upon the basis of such examination, I am of the following opinion:

1.     The authorized shares of HP consist of 300,000,000 shares of Preferred Stock, and 9,600,000,000 shares of Common Stock.

2.     The proper corporate proceedings necessary to the reservation for issuance and the authorization of the sale and issuance from time to time of not in excess of an aggregate of 75,000,000 shares of the Common Stock of HP pursuant to the Plan have been duly taken and, when issued pursuant to the Plan, the Shares will be duly and validly issued and fully paid and nonassessable.

3.     When the above-mentioned Registration Statement relating to the Shares has become effective and when the listing of the Shares on the New York Stock Exchange, the NASDAQ National Market and the Pacific Exchange has been authorized, all authorizations, consents, approvals, or other orders of all United States regulatory authorities required for the issuance of the Shares will have been obtained.

        You are further advised that I consent to the use of this opinion as an exhibit to the above-mentioned Registration Statement.

Very truly yours,


 /s/ Charles N. Charnas                           
Charles N. Charnas
 Vice President, Deputy General Counsel
    and Assistant Secretary