EXHIBIT 5.1
[LOGO] HellerEhrman
Attorneys
September 15, 2000
Main (650) 234-4200
Fax (650) 234-4299
Secure Computing Corporation
One Alameda Blvd., Suite 400
San Jose, CA 95113
26731-0001
Dear Ladies and Gentlemen:
We have acted as counsel to Secure Computing Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
the Securities and Exchange Commission (the "Commission") for the purpose of
registering under the Securities Act of 1933, as amended, 381,072 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 Amended and Restated Certificate of Incorporation of the
Company, certified by the Delaware Secretary of State as of
September 15, 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
<PAGE>
Secure Computing Corporation
September 15, 2000
Page 2
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 September 15, 2000, as to the number of
shares of the Company's Common Stock that were outstanding on
September 14, 2000.
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 and Call Agreement was paid for the 5,250 shares
of Series F Preferred Stock converted or convertible into the Shares, and when
such shares of Series F Preferred Stock were purchased, each share was fully
paid for, and the consideration in respect of each share included 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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Heller Ehrman White & McAuliffe
