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Exhibit 5.1
[LETTERHEAD]
September 14, 2000
FILE NO. 029024-0000
JNI Corporation
9775 Towne Centre Drive
San Diego, California 92121
Re: Form S-8 Registration Statement
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Ladies and Gentlemen:
In connection with the registration by JNI Corporation, a
Delaware corporation (the "Company"), of 1,400,000 shares of common stock, par
value $.001 per share (the "Shares"), of the Company to be issued pursuant to
the 2000 Non-Qualified Stock Option Plan of JNI Corporation (the "2000 Plan")
under the Securities Act of 1933, as amended (the "Act"), on a Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on
September 14, 2000 (as amended from time to time, the "Registration Statement"),
you have requested our opinion with respect to the matters set forth below.
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares. In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
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LATHAM & WATKINS
JNI Corporation
September 14, 2000
Page 2
We are opining herein as to the effect on the subject
transaction only of the General Corporation Law of the State of Delaware,
including statutory and reported decisional law thereunder, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of any
other laws, or as to any matters of municipal law or the law of any other local
agencies within the state.
Subject to the foregoing, it is our opinion that as of the
date hereof the Shares have been duly authorized, and, upon the issuance of and
payment for the Shares in accordance with the terms set forth in the 2000 Plan,
the Shares will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
