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EXHIBIT 5.1
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
January 16, 2001
Efficient Networks, Inc.
4849 Alpha Road
Dallas, TX 75244
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We are acting as counsel for Efficient Networks, Inc., a Delaware
corporation (the "Company"), in connection with the registration of the resale
under the Securities Act of 1933, as amended, of up to 1,221,456 previously
issued shares (the "Shares") of the Company's Common Stock, $0.001 par value
per share. In this regard we have participated in the preparation of a
Registration Statement on Form S-3 relating to the Shares (such Registration
Statement, as it may be amended from time to time, is herein referred to as
the "Registration Statement").
We understand that the Shares are to be sold for resale to the public as
described in the Registration Statement. As the Company's legal counsel, we
have examined the proceedings taken, and are familiar with the proceedings taken
in connection with the sale and issuance of the Shares.
It is our opinion that the Shares have been legally issued and are 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.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
Professional Corporation
