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EXHIBIT 5.01
June 2, 2000
VERITAS Software Corporation
1600 Plymouth Street
Mountain View, California 94043
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "REGISTRATION STATEMENT") to be filed by VERITAS Software Corporation, a
Delaware corporation (the "COMPANY"), with the Securities and Exchange
Commission (the "COMMISSION") on or about June 2, 2000 in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
21,367,360 shares of the Company's Common Stock (the "STOCK"), subject to
issuance by the Company upon the exercise of (a) stock options to purchase an
aggregate of 17,482,385 shares of Stock to be granted under the Company's 1993
Equity Incentive Plan, as amended (the "1993 PLAN"), or (b) purchase rights to
purchase an aggregate of 3,884,975 shares of Stock to be granted under the
Company's 1993 Employee Stock Purchase Plan, as amended (the "PURCHASE PLAN").
The plans referred to in clauses (a) and (b) above are collectively referred to
in this letter as the "PLANS"). In rendering this opinion, we have examined the
following documents:
(1) the Company's Amended and Restated Certificate of Incorporation,
as amended, and the Company's Bylaws, both as filed by the
Company as exhibits to the Company's registration statement on
Form 8-A filed with the Commission on June 2, 1999;
(2) the Company's Certificate of Amendment of the Certificate of
Incorporation filed with the Delaware Secretary of State on May
10, 2000;
(3) the Registration Statement, together with the Exhibits filed as a
part thereof or incorporated therein by reference;
(4) the Prospectuses prepared in connection with the Registration
Statement;
(5) minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in the
Company's minute books that are in our possession;
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VERITAS Software Corporation
June 2, 2000
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(6) the stock records that the Company has provided to us, consisting
of a certificate dated May 31, 2000 from the Company's transfer
agent verifying the number of the Company's issued and
outstanding shares of capital stock as of such date, a
certificate dated May 31, 2000 from the trustee under certain
indentures with the Company verifying the amount of outstanding
convertible subordinated promissory notes issued by the Company
as of such date and a list of outstanding options and other
rights to purchase shares of the Company's capital stock that was
prepared by the Company and dated of even date herewith verifying
the number of such issued and outstanding securities;
(7) certification by the Delaware Secretary of State of the good
standing of the Company in Delaware as of June 2, 2000;
(8) certification by the California Secretary of State of the good
standing of the Company as a foreign corporation qualified to do
business in California as of June 2, 2000; and
(9) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and
other representations.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all persons executing
the same, the lack of any undisclosed termination, modification, waiver or
amendment to any document reviewed by us, and the due authorization, execution
and delivery of all documents where due authorization, execution and delivery
are prerequisites to the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information obtained from public
officials, records and documents referred to above. We have made no independent
investigation or other attempt to verify the accuracy of any of such information
or to determine the existence or non-existence of any other factual matters;
however, we are not aware of any facts that would cause us to believe that the
opinion expressed herein is not accurate.
We are admitted to practice law in the State of California, and we
render this opinion only with respect to, and express no opinion herein
concerning the application or effect of the laws of any jurisdiction other than
the existing laws of the United States of America, of the State of California
and with respect to the validity of the Company's actions and requirements to
issue stock of the State of Delaware.
Based upon the foregoing, it is our opinion that the 21,367,360 shares
of Stock that may be issued and sold by the Company upon the exercise of (a)
stock options to be granted under the
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VERITAS Software Corporation
June 2, 2000
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1993 Plan, and (b) purchase rights to be granted under the Purchase Plan, when
issued, sold and delivered in accordance with the applicable plan and option or
purchase agreements to be entered into thereunder and in the manner and for the
consideration stated in the Registration Statement and the relevant prospectus,
will be 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 all references to us, if any, in the
Registration Statement, the prospectus constituting a part thereof and any
amendments thereto. This opinion speaks only as of its date and we assume no
obligation to update this opinion should circumstances change after the date
hereof. This opinion is intended solely for use in connection with issuance and
sale of shares in subject to the Registration Statement and is not to be relied
upon for any other purpose.
Very truly yours,
/s/ FENWICK & WEST LLP
