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October 25, 2000
Tumbleweed Communications Corp.
700 Saginaw Drive
Redwood City, California 94063
Re: Tumbleweed Communications Corp.
FORM S-8 REGISTRATION STATEMENT
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Ladies and Gentlemen:
We have acted as special counsel to Tumbleweed Communications
Corp., a Delaware corporation (the "Company"), in connection with the
registration of 571,511 shares (the "Shares") of the Company's common stock, par
value $0.001 per share (the "Common Stock"), issuable pursuant to the 1992 Stock
Option Plan, 1993 Stock Option Plan for Non-Employee Directors and Employee
Stock Purchase Plan (the "Plans") of Interface Systems, Inc., a wholly-owned
subsidiary ("Interface").
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 October
24, 2000 under the Act; (ii) a specimen certificate representing the Common
Stock; (iii) the Amended and Restated Certificate of Incorporation of the
Company, as presently in effect; (iv) the Amended and Restated Bylaws of the
Company, as presently in effect; (v) the Plans; (vi) the Agreement and Plan of
Merger, dated as of June 28, 2000, by and among the Company, Maize Acquisition
Sub, Inc., a Delaware corporation, and Interface; 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
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Tumbleweed Communications Corp.
October 25, 2000
Page 2
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 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 Plans is consistent
with the Plans 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 Plans 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 Plans,
the Shares will be validly issued and, subject to any restrictions imposed by
the Plans, fully paid and nonassessable.
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Tumbleweed Communications Corp.
October 25, 2000
Page 3
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
