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Exhibit 5.01
[Willkie Farr & Gallagher Letterhead]
July 13, 2000
VERITAS Software Corporation
1600 Plymouth Street
Mountain View, CA 94043
Ladies and Gentlemen:
We have acted as counsel to VERITAS Software Corporation, a corporation
organized under the laws of the State of Delaware (the "Company"), in connection
with the preparation of a registration statement on Form S-4 (the "Registration
Statement") initially filed on the date hereof and the joint proxy
statement/prospectus forming part of the Registration Statement (the "Joint
Proxy Statement/Prospectus") under the Securities Act of 1933, as amended,
relating to the issuance by the Company of new shares (the "Shares") of its
common stock, par value $0.001 per share in connection with the proposed merger
of Victory Merger Sub, Inc., a wholly owned subsidiary of the Company ("Merger
Sub"), with and into Seagate Technology Inc., a corporation organized under the
laws of the State of Delaware ("Seagate"). The Shares are being issued pursuant
to an Agreement and Plan of Merger dated as of March 29, 2000 by and among the
Company, Merger Sub and Seagate (the "Merger Agreement").
We have examined copies of the Certificate of Incorporation and By-Laws of the
Company and the amendments thereto, the Registration Statement, resolutions
adopted by the Company's Board of Directors on March 28, 2000, and other records
and documents that we have deemed necessary for the purpose of this opinion. We
have also examined and relied upon such other documents, papers, statutes and
authorities as we have deemed necessary to form a basis for the opinion
hereinafter expressed. In our examination, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies submitted
to us. As to various questions of fact material to our opinion, we have relied
on statements and certificates of officers and representatives of the Company
and public officials.
Based upon and subject to the foregoing, we are of the opinion that, upon
receipt of the necessary vote of the shareholders of the Company at a meeting
duly called and held, the Shares, when duly issued as part of the Merger
Consideration (as defined in the Merger Agreement) in exchange for the shares of
common stock, par value $0.01, of Seagate in the manner and on the terms
described in the Registration Statement, will be validly issued, fully paid and
nonassessable under the General Corporation Law of the State of Delaware as in
effect on this date.
The opinion expressed herein assumes that the number of Shares issued as part of
the Merger Consideration will not exceed the number of shares set forth under
the heading "Amount to be Registered" in the "Calculation of Registration Fee"
table on the cover page to the Registration Statement.
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VERITAS Software Corporation
July 13, 2000
Page 2
We are qualified to practice law in the State of New York and do not purport to
be experts on, or to express any opinion herein, concerning any law other than
the laws of the State of New York, the General Corporation Law of the State of
Delaware, including the applicable provisions of the Delaware Constitution and
reported judicial decisions interpreting those provisions, and the federal laws
of the United States typically applicable to transactions described in the
Registration Statement.
This opinion letter is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated.
This letter speaks only as of the date hereof and is limited to present
statutes, regulations and administrative and judicial interpretations. We
undertake no responsibility to update or supplement this opinion letter after
the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement or any amendment thereto and to the reference to us in
the Joint Proxy Statement/Prospectus under "Legal Matters". In giving this
consent, we do not hereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Commission.
We are furnishing this opinion solely for your benefit and this opinion may not
be relied upon by any other person without our prior written consent.
Very truly yours,
/s/ WILLKIE FARR & GALLAGHER
