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EXHIBIT 5.1
October 4, 2000
Gadzoox Networks, Inc.
5850 Hellyer Avenue
San Jose, CA 95138
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about October 4, 2000
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 2,742,092 shares of your
common stock reserved for issuance under the Amended and Restated 1993 Stock
Plan, 250,000 shares of your common stock issuable under the 1999 Employee Stock
Purchase Plan, 25,000 shares of your common stock issuable under the 1999
Director Option Plan and 2,300,000 shares of your common stock issuable under
the 2000 Nonstatutory Stock Option Plan. Such shares of Common Stock are
referred to herein as the "Shares" and the Amended and Restated 1993 Stock Plan,
the 1999 Employee Stock Purchase Plan, the 1999 Director Option Plan and the
2000 Nonstatutory Stock Option Plan are referred to herein as the "Plans." As
your legal counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the issuance and sale of the Shares pursuant to the
Plans.
It is our opinion that, upon completion of the proceedings to be taken
prior to issuance of the Shares pursuant to the Prospectus constituting part of
and incorporated by reference into this Registration Statement on Form S-8 and
upon completion of the proceedings being taken in order to permit such
transactions to be carried out in accordance with the securities laws of the
various states where required, the Shares, when issued and sold in the manner
referred to in the Plans and the agreements which accompany the Plans, in
accordance with the Amended and Restated Certificate of Incorporation, will be
legally and 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 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,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/WILSON SONSINI GOODRICH & ROSATI, P.C.
