<PAGE>
Exhibit 5.1
[Skadden Letterhead]
November 7, 2000
Tumbleweed Communications Corp.
700 Saginaw Drive
Redwood City, California 94063
Re: Tumbleweed Communications Corp.
Form S-8 Registration Statement
----------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Tumbleweed Communications Corp.,
a Delaware corporation (the "Company"), in connection with the registration
of 300,000 shares (the "Shares") of the Company's common stock, par value
$0.001 per share (the "Common Stock"), issuable pursuant to the 2000 NSO
Incentive Stock Plan (the "Plan").
This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as
amended (the "Act").
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Company's Registration Statement on Form S-8 (the "Registration Statement")
as filed with the Securities and Exchange Commission (the "Commission") on
November 7, 2000 under the Act; (ii) the Company's Registration Statement on
Form S-8 as filed with the Commission on August 7, 2000 under the Act; (iii)
a specimen certificate representing the Common Stock; (iv) the Amended and
Restated Certificate of Incorporation of the Company, as presently in effect;
(v) the Amended and Restated Bylaws of the Company, as presently in effect;
(vi) the Plan; and (vii) certain resolutions of the Board of Directors of the
Company relating to the issuance and sale of the Shares and related matters.
We have also examined originals or copies, certified or otherwise identified
to our satisfaction, of such records of the Company and such agreements,
certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.
<PAGE>
Tumbleweed Communications Corp.
November 7, 2000
Page 2
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified, conformed or photostatic
copies and the authenticity of the originals of such latter documents. In
making our examination of documents executed or to be executed by parties
other than the Company, we have assumed that such parties had or will have
the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite
action, corporate or other, and execution and delivery by such parties of
such documents and the validity and binding effect thereof. As to any facts
material to the opinions expressed herein that we have not independently
established or verified, we have relied upon statements and representations
of officers and other representatives of the Company and others. In rendering
the opinion set forth below, we have assumed that the certificates
representing the Shares will be manually signed by one of the authorized
officers of the transfer agent and registrar for the Common Stock and
registered by such transfer agent and registrar and will conform to the
specimen thereof examined by us.
We have also assumed that each award agreement setting forth the
terms of each grant of options or other awards under the Plan is consistent
with the Plan and has been duly authorized and validly executed and delivered
by the parties thereto, and that the consideration received by the Company
for the Shares delivered pursuant to the Plan will be in an amount at least
equal to the par value of such Shares.
Members of our firm are admitted to the bar in the State of
California, and we do not express any opinion with respect to the law of any
jurisdiction other than Delaware corporate law.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized for issuance by the Company and, when
issued and paid for in accordance with the terms and conditions of the Plan,
the Shares will be validly issued and, subject to any restrictions imposed by
the Plan, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission
as Exhibit 5.1 to the Registration Statement. In giving this consent, we do
not thereby admit that we are included in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations
of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
