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EXHIBIT 5
Moore & Van Allen PLLC
Attorneys at Law
100 North Tryon Street, Suite 47
Charlotte, North Carolina 28202-4003
(704)331-1000
September 15, 2000
Red Hat, Inc.
2600 Meridian Parkway
Durham, NC 27713
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as counsel for Red Hat, Inc., a Delaware corporation (the
"Company"), in connection with the registration on a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, of the offer and sale of up to 1,018,255 shares of Common Stock, par
value $.0001 per share, of the Company (the "Shares") to be issued upon the
exercise of options outstanding under the Community ConneXion 1996 Stock Option
Plan, C2Net Software, Inc. 1998 Stock Option Plan, and C2Net Software 2000 Stock
Option Plan (together the "Plans") and assumed by the Company in connection with
its acquisition of C2Net Software, Inc. on August 11, 2000.
In rendering our opinion, we have examined, and are familiar with, and have
relied as to factual matters solely upon, originals or copies certified, or
otherwise identified to our satisfaction, of such documents, corporate records
or other instruments as we have deemed necessary or appropriate for the purposes
of the opinion set forth herein, including, without limitation, (a) the Plans,
(b) the Company's Third Amended and Restated Certificate of Incorporation, as
amended, (c) the Company's Amended and Restated By-laws, as amended, (d) a
specimen of the form of certificate evidencing the Shares and (e) the minute
books and stock records of the Company.
Based upon and subject to the foregoing, we are of the opinion that the Shares
are duly authorized and, when issued and delivered pursuant to the terms of each
of the respective Plans and the terms of any agreement relating to any of the
options granted thereunder, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Moore & Van Allen PLLC
MOORE & VAN ALLEN PLLC
