<PAGE> 1
EXHIBIT 5.1
July 19, 2000
Gadzoox Networks, Inc.
5850 Hellyer Avenue
San Jose, CA95138
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (the "Registration
Statement") to be filed by you with the Securities and Exchange Commission on or
about the date hereof in connection with the registration for resale under the
Securities Act of 1933, as amended, of the outstanding shares of your Common
Stock (the "Shares") registered hereunder. As your legal counsel, we have also
reviewed the proceedings taken by you in connection with the issuance of the
Shares.
It is our opinion that the Shares are validly issued, fully-paid and
non-assessable.
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, including the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH &
ROSATI
Professional Corporation
