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Exhibit 5.1
Wilson Sonsini Goodrich & Rosati
Palo Alto, California
September 19, 2000
Efficient Networks, Inc.
4849 Alpha Road
Dallas, TX 75244
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 September 19, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an additional 100,000 shares of your
Common Stock reserved for issuance under the 1999 Employee Stock Purchase Plan
(the "1999 ESPP"). As your legal counsel, we have examined the proceedings taken
and are familiar with the proceedings proposed to be taken by you in connection
with the sale and issuance of such Common Stock under the 1999 ESPP.
It is our opinion that, when issued and sold in the respective manners
referred to in the Plan and pursuant to the agreements which accompany the Plan,
the Common Stock issued and sold thereby will be legally and 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 any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
