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EXHIBIT 5.01
December 8, 2000
Netopia, Inc.
2470 Mariner Square Loop
Alameda, CA 94501
Gentlemen/Ladies:
At your request, I have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Netopia, Inc. (the "Company") with the
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Securities and Exchange Commission (the "Commission") on or about December 8,
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2000 in connection with the registration under the Securities Act of 1933, as
amended, of an aggregate of 1,000,000 shares of the Company's Common Stock (the
"Stock"), subject to issuance by the Company upon the exercise of stock options
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or restricted stock awards granted or to be granted by the Company under the
Company's 2000 Stock Incentive Plan, as amended (the "Plan").
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In rendering this opinion, I have made such investigations of fact, and
have reviewed such documents and other instruments, as I have deemed necessary
or appropriate.
Based upon the foregoing, it is my opinion that the 1,000,000 shares of
Stock that may be issued and sold by the Company upon the exercise of (a) stock
options or restricted stock awards granted or to be granted by the Company under
the Plan, when issued and sold in accordance with the applicable plan and stock
option or exercise agreements to be entered into thereunder, and in the manner
referred to in the relevant prospectus associated with the Registration
Statement, will be validly issued, fully paid and nonassessable. I consent to
the use of this opinion as an exhibit to the Registration Statement and further
consent to all references to me, if any, in the Registration Statement, the
prospectus constituting a part thereof and any amendments thereto. This opinion
speaks only as of its date and I assume no obligation to update this opinion
should circumstances change after the date hereof. This opinion is intended for
the Company's use as an exhibit to the Registration Statement for the purpose of
the above sale of the Stock and is not to be relied upon for any other purpose.
Very truly yours,
/s/ David A. Kadish
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By: David A. Kadish
Vice President and General Counsel
