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EXHIBIT 5.1
June 12, 2000
Brocade Communications Systems, Inc.
1901 Guadalupe Parkway
San Jose, CA 95131
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about June 12, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 4,000,000 shares of your
Common Stock authorized but unissued under your 1999 Nonstatutory Stock Option
Plan. Such shares of Common Stock are referred to herein as the "Shares" and the
1999 Nonstatutory Stock Option Plan, is referred to herein as the "Plan". As
your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the issuance and sale of the Shares pursuant to the
Plans.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken by you prior to the issuance of
the Shares pursuant to the Registration Statement and the Plan and upon
completion of the actions being taken in order to permit such transactions to be
carried out in accordance with the securities laws of the various states where
required, the Shares will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/Wilson Sonsini Goodrich & Rosati
