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EXHIBIT 5.1
August 7, 2000
Ditech Communications Corporation
825 E. Middlefield Road
Mountain View, CA 94043
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Ditech Communications Corporation (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of (i) up to 122,236
shares of the Company's Common Stock, $0.001 par value (the "Atmosphere
Shares"), issuable in connection with the Atmosphere Networks, Inc. 1997
Stock Plan (the "Atmosphere Plan") and (ii) up to 350,000 shares of the
Company's Common Stock, $0.001 par value (the "Ian Wright Shares"), issuable
in connection with the stock option grant to Ian Wright outside of a plan
(the "Ian Wright Option").
In connection with this opinion, we have examined the Registration Statement
and related Prospectus, the Company's Certificate of Incorporation and
By-laws, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents, where
due execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Atmosphere Shares, when sold and issued in accordance with the
Atmosphere Plan, the Registration Statement and related Prospectus, will be
validly issued, fully paid, and nonassessable. In addition, on the basis of
the foregoing paragraphs, and in reliance thereon, we are of the opinion that
the Ian Wright Shares, when sold and issued in accordance with the Ian Wright
Option, the Registration Statement and related Prospectus, will be validly
issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Brett D. White
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Brett D. White
