<PAGE>
EXHIBIT 5
Moore & Van Allen, PLLC
Attorneys at Law
100 North Tryon Street, Floor 47
Charlotte, North Carolina 28202-4003
(704)331-1000
September 1, 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 64,246 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 WireSpeed Communications Corporation Stock
Option Plan, as amended and assumed by the Company in connection with its
acquisition of WireSpeed Communications Corporation on July 27, 2000 (the
"Plan").
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 Plan,
(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 the Plan 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
