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EXHIBIT 5.1
STRADLING YOCCA CARLSON & RAUTH
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660-6422
TELEPHONE (949) 725-4000
FACSIMILE (949) 725-4100
SAN FRANCISCO OFFICE
44 MONTGOMERY STREET, SUITE 2950
SAN FRANCISCO, CALIFORNIA 94104
TELEPHONE (415) 283-2240
FACSIMILE (415) 283-2255
SANTA BARBARA OFFICE
302 OLIVE STREET
SANTA BARBARA, CALIFORNIA 93101
TELEPHONE (805) 564-0065
FACSIMILE (805) 564-1044
September 26, 2000
Quest Software, Inc.
8001 Irvine Center Drive
Irvine, California 92618
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-3 (the "Registration Statement"), to be filed by Quest Software, Inc., a
California corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933
for resale of an aggregate of up to 4,225,912 shares (the "Shares") of Common
Stock, no par value, of the Company (the "Common Stock"). The Shares may be sold
from time to time for the account of the Selling Shareholders, as defined in the
Registration Statement.
We have examined the proceedings heretofore taken and are familiar with
the additional proceedings proposed to be taken by the Company in connection
with the authorization, issuance and sale of the securities referred to above.
Based on the foregoing, and assuming that the full consideration for
each Share has been received by the Company, it is our opinion that the Shares
have been, or will be when issued in exchange for shares of the Company's
Canadian subsidiaries, as described in the Registration Statement, validly
issued and outstanding, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Prospectus which is part of the Registration Statement.
Very truly yours,
/s/ STRADLING YOCCA CARLSON & RAUTH
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STRADLING YOCCA CARLSON & RAUTH
