Exhibit 5.1
[SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP LETTERHEAD]
August 4, 2000
Tumbleweed Communications Corp.
700 Saginaw Drive
Redwood City, CA 94063
Re: Tumbleweed Communications Corp.
Registration on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Tumbleweed Communications
Corp., a Delaware corporation (the "Company"), in connection with the
registration of 500,000 shares (the "Shares") of the Company's common
stock, par value $0.001 per share (the "Common Stock"), issuable pursuant
to the Company's 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 as filed with the Securities
and Exchange Commission (the "Commission") on August 4, 2000 under the Act
(the "Registration Statement"); the form of Common Stock certificate as
filed with the Commission as an exhibit to Form S-1/A, on July 28, 1999;
(iii) the Amended and Restated Certificate of Incorporation of the Company,
as presently in effect; (iv) the Bylaws of the Company, as presently in
effect; (v) the Plan; and (vi) 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.
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
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. 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 will be
consistent with the Plan and will be 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 an exhibit 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
