HELLER EHRMAN ATTORNEYS EXHIBIT 5.1
July 28, 2000
Secure Computing Corporation
One Alameda Blvd., Suite 400
San Jose, CA 95113
Ladies and Gentlemen:
We have acted as counsel to Secure Computing Corporation, a Delaware corporation
(the "COMPANY"), in connection with the Registration Statement filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended, 1,354,436 Shares of its Common Stock, par
value $.01 (the "SHARES").
We have assumed the authenticity of all records, documents and instruments
submitted to us as originals, the genuineness of all signatures, the legal
capacity of natural persons and the conformity to the originals of all records,
documents and instruments submitted to us as copies.
In rendering our opinion, we have examined the following records, documents and
instruments:
(a) The Certificate of Incorporation of the Company, certified by the
Delaware Secretary of State as of October 8, 1999, and the Certificates
of Designations certified by the Delaware Secretary of State on January
26, 2000 and June 30, 2000 and certified to us by an officer of the
Company as being complete and in full force as of the date of this
opinion;
(b) The Bylaws of the Company certified to us by an officer of the Company
as being complete and in full force and effect as of the date of this
opinion;
(c) A Certificate of an officer of the Company (i) attaching records
certified to us as constituting all records of proceedings and actions
of the Board of Directors, including any committee thereof, and
stockholders of the Company relating to the Shares, and the
Registration Statement, and (ii) certifying as to certain factual
matters;
(d) The Registration Statement;
(e) A letter from NorWest Shareowner Services, the Company's transfer
agent, dated June 30, 2000, as to the number of shares of the
Company's Common Stock that were outstanding on June 29, 2000; and
(f) The Put/Call Agreement dated January 11, 2000 between the Company and
Westgate International, L.P. (the "Put/Call Agreement").
This opinion is limited to the federal law of the United States of America and
the General Corporation Law of the State of Delaware, and we disclaim any
opinion as to the laws of any other jurisdiction. We further disclaim any
opinion as to any other statute, rule, regulation, ordinance, order or other
promulgation of any other jurisdiction or any regional or local governmental
body or as to any related judicial or administrative opinion.
Based upon the foregoing and our examination of such questions of law as we have
deemed necessary or appropriate for the purpose of this opinion, and assuming
that (i) the Registration Statement becomes and remains effective during the
period when the Shares are offered and sold, (ii) the full consideration stated
in the Put/Call Agreement pursuant to which the Shares will be purchased, and
when purchased, will be fully paid for each Share and that such consideration in
respect of each Share will include payment of cash or other lawful consideration
at least equal to the par value thereof, (iii) appropriate certificates
evidencing the Shares will be executed and delivered by the Company, and (iv)
all applicable securities laws are complied with, it is our opinion that, when
issued and sold by the Company, the Shares will be legally issued, and fully
paid and nonassessable.
This opinion is rendered to you in connection with the Registration Statement
and is solely for your benefit. This opinion may not be relied upon by you for
any other purpose, or relied upon by any other person, firm, corporation or
other entity for any purpose, without our prior written consent. We disclaim any
obligation to advise you of any change of law that occurs, or any facts of which
we may become aware, after the date of this opinion.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Heller Ehrman White & McAuliffe
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