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EXHIBIT 5
OPINION AND CONSENT OF GENERAL COUNSEL
QUEST SOFTWARE, INC.
8001 Irvine Center Drive
Irvine, California 92618
Phone (949) 754-8000
November 9, 2000
Quest Software, Inc.
8001 Irvine Center Drive
Irvine, CA 92618
Re: Registration Statement on Form S-8
Dear Ladies and Gentlemen:
As General Counsel of Quest Software, Inc. a California corporation
(the "Company"), I have participated in the corporate and other proceedings
taken by the Company in connection with the registration on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, of 6,697
shares of common stock (the "Shares") for issuance under the OnWire
Technologies, Inc. Stock Option Plan (the "Plan").
I have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the Plan, and have examined
such documents as I have deemed necessary for purposes of this opinion. Based on
such review, I am of the opinion that, if, as and when the Shares have been
issued and sold (and the consideration therefor received) pursuant to (a) the
provisions of stock option agreements duly authorized under the Plan and in
accordance with the Registration Statement, or (b) duly authorized direct stock
issuances in accordance with the Plan and in accordance with the Registration
Statement, such Shares will be duly authorized, legally issued, fully paid and
nonassessable.
I consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
QUEST SOFTWARE, INC.
By: /s/ J. MICHAEL VAUGHN
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J. Michael Vaughn,
General Counsel
