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EXHIBIT 5.1
FREDERICK L. JUDD
56 DISCOVERY
IRVINE, CA 92618
November 22, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Procom Technology, Inc.
Registration Statement on Form S-3
Gentlemen:
Reference is made to the Registration Statement on Form S-3 dated
November 22, 2000, as amended, (the "Registration Statement"), filed with the
Securities and Exchange Commission by Procom Technology, Inc., a California
corporation (the "Company"). The Registration Statement relates to the resale by
certain selling shareholders of an aggregate of 1,586,228 shares (the "Shares")
of the Company's Common Stock, $.01 par value. The Shares are issuable to such
selling shareholders upon the conversion or exercise of 6% convertible
debentures ("Debentures") and common stock purchase warrants ("Warrants").
I advise you that I have examined original or copies certified or
otherwise identified to our satisfaction of the Certificate of Incorporation and
By-laws of the Company, minutes of meetings of the Board of Directors and
shareholders of the Company, the Registration Statement, and such other
documents, instruments and certificates of officers and representatives of the
Company and public officials, and I have made such examination of the law as I
have deemed appropriate as the basis for the opinion hereinafter expressed. In
making such examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of documents submitted to my office as certified or
photostatic copies.
Based upon the foregoing, I am of the opinion that the Shares have been
duly authorized and reserved for and, when issued in accordance with the terms
of the Debentures and Warrants, will be legally issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and I further consent to the reference to this firm under
the caption "Legal Matters" in the Registration Statement and the Prospectus
forming a part thereof.
Very truly yours,
/s/ FREDERICK L. JUDD
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FREDERICK L. JUDD
Vice President Finance and
General Counsel
