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Exhibit 5.1
August 3, 2000
Tumbleweed Communications Corp.
700 Saginaw Drive
Redwood City, California 94063
Re: Tumbleweed Communications Corp.
Registration on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Tumbleweed Communications Corp., a
Delaware corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-4 (File No. 333-41692) as filed with the
Securities and Exchange Commission (the "Commission") on July 18, 2000, and
Amendment No. 1 to the Registration Statement, filed with the Commission on the
date hereof (such Registration Statement, as so amended, being hereinafter
referred to as the "Registration Statement") for the purpose of registering with
the Commission under the Securities Act of 1933, as amended (the "Act"), up to
1,479,903 shares (the "Shares") of common stock of the Company, par value $0.001
per share (the "Common Stock"), issuable pursuant to the Agreement and Plan of
Merger by and among the Company, Maize Acquisition Sub, Inc., a Delaware
corporation ("Sub"), and Interface Systems, Inc., a Michigan corporation
("Interface"), dated as of June 28, 2000 (the "Merger Agreement").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement; (ii) the Merger Agreement; (iii) the Amended and Restated Certificate
of Incorporation and Amended and Restated Bylaws of the Company, each as
presently in effect; and (iv) certain resolutions adopted by the Board of
Directors of the Company relating to the issuance of the Shares and certain
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.
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
au-thenticity of the originals of such 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 which we have
not independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and others.
Members of our firm are admitted to the bar in the State of Delaware, and we
do not purport to be an expert on, or express any opinion concerning, any law
other than the substantive law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, upon (i) the consummation of
the merger of Sub with Interface pursuant to the Merger Agreement, and (ii) the
issuance of the Shares and delivery of certificates representing the Shares in
the form of the specimen certificates examined by us, signed manually by an
authorized
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Tumbleweed Communications Corp.
August 3, 2000
Page 2
officer of the transfer agent and registrar of the Common Stock in the manner
contemplated in the Merger Agreement, the Shares will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in 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.
This opinion is furnished by us, as special counsel to the Company, in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under the
Act and, except as provided in the immediately preceding paragraph, is not to be
used, circulated or quoted for any other purpose or otherwise referred to or
relied upon by any other person without the express written permission of the
Company.
Very truly yours,
/S/ SKADDEN ARPS SLATE MEAGHER & FLOM LLP
