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Exhibit 5.1
September 6, 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 6,
2000 (the "Registration Statement") in connection with your assumption of
the Network Telesystems, Inc. 1993 Stock Plan (the "NTS Plan") and the
registration under the Securities Act of 1933, as amended, of 125,773
shares of your Common Stock reserved for issuance thereunder. 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 NTS Plan.
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.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
