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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
September 28, 2000
Simple Technology, Inc.
3001 Daimler Street
Santa Ana, California 92705-5812
Re: SIMPLE TECHNOLOGY, INC.- REGISTRATION STATEMENT ON FORM S-8
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Dear Ladies and Gentlemen:
We have acted as counsel to Simple Technology, Inc., a
California Corporation (the "Company"), in connection with the registration
on Form S-8 (the "Registration Statement") under the Securities Act of 1933,
as amended, of (i) 7,033,005 shares of Common Stock under the Company's 2000
Stock Incentive Plan (the "Incentive Plan"), and (ii) 360,000 shares of
Common Stock under the Company's Employee Stock Purchase Plan (the "Purchase
Plan") (collectively, the "Plans"). All of such shares are collectively
referred to herein as the "Shares".
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 and the
corporate proceedings taken by the Company in connection with the
establishment of the Incentive Plan and the establishment and amendment of
the Purchase Plan. Based on such review, we are of the opinion that, if, as
and when the Shares have been issued and sold (and the consideration therefor
received) pursuant to (i) the provisions of duly authorized stock option
agreements or duly authorized stock issuance agreements under the Incentive
Plan, and in accordance with the Registration Statement or (ii) the
provisions of duly authorized stock purchase agreements under the Purchase
Plan, and in accordance with the Registration Statement, such Shares will be
duly authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit
5 to the Registration Statement.
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 Plans, or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
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BROBECK, PHLEGER & HARRISON LLP
