EXHIBIT 5.1

                OPINION OF WILSON SONSINI GOODRICH & ROSATI, P.C.

                                                                  April 10, 2002

Networks Associates, Inc.
McAfee.com Holdings Corporation
3965 Freedom Circle
Santa Clara, California 95054

Ladies and Gentlemen:

         We have acted as special counsel to Networks Associates, Inc., a
Delaware corporation ("Network Associates"), and McAfee.com Holdings
Corporation, a Delaware corporation and a wholly-owned subsidiary of Network
Associates ("McAfee.com Holdings"), in connection with Network Associates' and
McAfee.com Holdings' offer to exchange 0.78 of a share of common stock, par
value $0.01 per share, of Network Associates (the "Shares") for all of the
outstanding Class A common stock of McAfee.com Corporation, a Delaware
corporation ("McAfee.com Corporation"), and the subsequent "short form" merger
of McAfee.com Holdings with McAfee.com Corporation (collectively, the
"Transaction"). We have participated in the preparation of Network Associates'
Registration Statement on Form S-4 and the amendments and supplements thereto
(collectively, the "Registration Statement"), filed with the Securities and
Exchange Commission for the purpose of registering the Shares to be issued
pursuant to the Transaction under the Securities Act of 1933, as amended.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary for the
purposes of rendering this opinion.

         On the basis of the foregoing, we are of the opinion that, assuming the
due execution and delivery of certificates representing the Shares, the Shares
have been duly authorized and, when issued and delivered in accordance with the
terms of the Transactions, will be validly issued, fully paid and
non-assessable.

         In addition, we confirm that the discussion set forth under the caption
"Material Federal Income Tax Consequences" in the prospectus, which is a part of
the Registration Statement, subject to the qualifications set forth in such
discussion, constitutes our opinion as to the material United States federal
income tax consequences of the Transactions.

         We are members of the Bar of the State of California and the foregoing
opinion is limited to the federal laws of the United States of America and the
General Corporation Law of the State of Delaware.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the references to our name under the captions
"Material Federal Income Tax Consequences" and "Legal Matters" in the related
prospectus.

                                      Very truly yours,

                                      /s/ WILSON SONSINI GOODRICH & ROSATI, P.C.