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EXHIBIT 5.1
McDermott, Will & Emery
December 4, 2000
MCK Communications, Inc.
117 Kirkland Street
Needham, MA 02494
Ladies and Gentlemen:
Re: Registration Statement on Form S-8
This opinion is delivered in our capacity as counsel to MCK
Communications, Inc. (the "Company") in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act") of a registration Statement on Form S-8 (the
"Registration Statement") relating to 500,000 shares of Common Stock, par value
$.001 per share (the "Registered Shares"). The Company is authorized to issue
the Registered Shares pursuant to the 2000 Employee Stock Purchase Plan (the
"Plan").
As counsel for the Company, we have examined a copy of the Plan and the
Company's Second Amended and Restated Certificate of Incorporation and the First
Amended and Restated By-laws, each as presently in effect, and such records,
certificates and other documents of the Company as we have deemed necessary or
appropriate for the purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdiction
other than the laws of the United States of America, the Commonwealth of
Massachusetts and the General Corporation Law of the State of Delaware, the
applicable provisions of the Delaware Constitution and the reported judicial
decisions interpreting the laws.
Based on the foregoing, we are of the opinion that upon the issuance
and delivery of the Registered Shares against payment therefor in accordance
with the terms of the respective Plan and any agreement thereunder, the
Registered Shares will be legally issued, fully paid and non-assessable shares
of the Company's Common Stock under the General Corporation Law of the State of
Delaware.
The foregoing assumes all requisite steps will be taken to comply with
the requirements of the Act, applicable requirements of state laws regulating
the offer and sale of securities and applicable requirements of the National
Association of Securities Dealers, Inc.
We hereby consent to being named as counsel to the Company in the
Registration Statement and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
McDermott, Will & Emery
