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EXHIBIT 5.1
OPINION OF COOLEY GODWARD LLP
August 9, 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-3 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to (i) 1,080,000
shares of the Company's Common Stock, $.001 par value (the "Common Shares") sold
pursuant to the Asset Purchase Agreement, dated December 8, 1999, by and among
the Company, Ingenuous Corporation (formerly Telinnovation Corporation),
Ingenuous Service Corporation (formerly Telinnovation Service Corporation), and
Ingenuous (formerly Telinnovation), (ii) 120,000 Common Shares sold pursuant to
the Asset Purchase Agreement, dated December 8, 1999, by and between the Company
and Richard Hardy, and (iii) 841,897 Common Shares sold pursuant to the
Agreement and Plan of Merger and Reorganization, dated as of June 21, 2000, as
amended, the Company, Oxygen Acquisition Corporation and Atmosphere Networks,
Inc.
In connection with this opinion, we have examined the Registration Statement
and related Prospectus, your Certificate of Incorporation and By-laws, as
amended, 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 Common Shares are 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
Brett D. White
