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EXHIBIT 5.1
October 19, 2000
hi/fn, inc.
750 University Avenue
Los Gatos, California 95302
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to hi/fn, Inc., a Delaware corporation (the
"Company or "you") and have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission on or about October 19, 2000 in connection with the
registration under the Securities Act of 1933, as amended, of 690,000 shares of
the Company's Common Stock, par value $0.001 per share (the "Shares"), reserved
for issuance under the Apptitude, Inc. 1995 Stock Option Plan (the "Plan").
As your legal counsel, we have examined the Restated Certificate of
Incorporation and Bylaws of the Company, the Plan and such other documents of
the Company as we have deemed necessary or appropriate for the purposes of the
opinion expressed herein, and are familiar with the proceedings proposed to be
taken by you in connection with the operation and administration of the Plan and
the sale and issuance of the Shares pursuant to the Plan.
In our opinion, the Shares, when issued and sold in the manner referred
to in the Plan and pursuant to the agreements which accompany the Plan, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
