EXHIBIT 5.1
ROBINS, KAPLAN, MILLER & CIRESI L.L.P.
2800 LaSalle Plaza
800 LaSalle Avenue
Minneapolis, MN 55402-2015
July 26, 2000
ONTRACK Data International, Inc.
9023 Columbine Road
Eden Prairie, MN 55347
Re: REGISTRATION STATEMENT ON FORM S-8
1996 STOCK INCENTIVE PLAN
REGISTRATION OF 1,000,000 SHARES OF COMMON STOCK
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 1,000,000 shares of Common Stock, $0.01
par value, of ONTRACK Data International, Inc. (the "Company") offered to
officers, key employees, non-employee directors, consultants and advisors
pursuant to the Company's 1996 Stock Incentive Plan (the "Plan").
We advise you that it is our opinion, based on our familiarity with the
affairs of the Company and upon our examination of pertinent documents, that the
1,000,000 shares of Common Stock to be issued by the Company under the Plan
will, when paid for and issued, be validly issued and lawfully outstanding,
fully paid and nonassessable shares of Common Stock of the Company.
The undersigned hereby consents to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.
Sincerely,
/s/ Robins, Kaplan, Miller & Ciresi L.L.P.
ROBINS, KAPLAN, MILLER & CIRESI L.L.P.
