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Exhibit 5.1
[LETTERHEAD OF MANATT PHELPS PHILLIPS ATTORNEYS AT LAW]
September 29, 2000
SonicWALL, Inc.
1160 Bordeaux Drive
Sunnyvale, CA 94089
Re: SonicWALL, Inc. - Registration Statement on Form S-8 for Offering of
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an Aggregate of 1,894,030 Shares of Common Stock
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Gentlemen:
We have acted as counsel to SonicWALL, Inc., a California corporation (the
"Company") in connection with the Registration Statement on Form S-8 to be filed
on September 29, 2000 (the "Registration Statement"), under the Securities Act
of 1933, as amended (the "Act"), covering 1,894,030 shares of the Company's
Common Stock, no par value (the "Shares"), consisting of an additional 1,894,030
shares authorized for issuance under the Company's 1998 Stock Option Plan (the
"Plan").
This opinion is being furnished in accordance with the requirements of Item
8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents, the corporate proceedings
taken by the Company in connection with the establishment of the Plan and
originals, or certified, conformed or reproduction copies, of all such records,
agreements, instruments and documents as we have deemed relevant or necessary as
the basis for the opinion hereinafter expressed. In all such examinations, we
have assumed the genuineness of all signatures on original or certified copies
and the conformity to original or certified copies of all copies submitted to us
as conformed or reproduction copies. As to various questions of fact relevant
to such opinion, we have relied upon, and assumed the accuracy of, certificates
and oral or written statements and other information of or from public
officials, officers or representatives of the Company, and others.
Based upon the foregoing review, we are of the opinion that the Shares,
when issued, delivered and paid for in accordance with the terms of the Plan,
the provisions of the option
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MANATT, PHELPS & PHILLIPS, LLP
September 29, 2000
Page 2
agreements duly authorized under the Plan and the Registration Statement, will
be duly authorized and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any subsequent Amendment thereto.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plan or the Shares.
Very truly yours,
/s/ Manatt, Phelps & Phillps, LLP
Manatt, Phelps & Phillips, LLP
