EXHIBIT 5.1
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PIPER
MARBURY
RUDNICK
& WOLFE LLP
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Suite 610, Commerce Executive Park III
1850 Centennial Park Drive
Reston, Virginia 20191-1517
www.piperrudnick.com
PHONE (703) 391-7100
FAX (703) 390-5299
May 30, 2000
Visual Networks, Inc.
2092 Gaither Road
Rockville, Maryland 20850
Ladies and Gentlemen:
We have acted as counsel to Visual Networks, Inc., a Delaware
Corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a registration statement on Form S-8
(the "Registration Statement") registering 7,000,000 shares of Common Stock, par
value $0.01 per share, issuable pursuant to the exercise of options granted
under the Visual Networks, Inc. 2000 Stock Incentive Plan (the "Plan Shares").
We have examined copies of the Company's Amended and Restated
Certificate of Incorporation, Amended and Restated By-Laws, the Plan, all
resolutions adopted by the Company's Board of Directors relating to the above
and other records and documents that we have deemed necessary for the purpose of
this opinion. We have also examined such other documents, papers, statutes and
authorities as we have deemed necessary to form a basis for this opinion. In our
examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to this opinion, we have relied on statements and
certificates of officers and representatives of the Company and others.
Based upon the foregoing, we are of the opinion that Plan Shares
issuable under the Plan have been duly authorized and will be (when issued, sold
and delivered as authorized) validly issued, fully paid and non-assessable.
The opinions set forth herein are limited to matters governed by the
laws of the State of Delaware and the Federal Laws of the United States of
America, and we express no opinion as to any other laws.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
