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September 26, 2000
Simple Technology, Inc.
3001 Daimler Street
Santa Ana, California 92705-5812
Re: Simple Technology, Inc. Registration Statement on
Form S-1 for 7,318,600 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Simple Technology, Inc., a
California corporation (the "Company"), in connection with the proposed
issuance and sale by the Company of up to 7,318,600 shares of the Company's
Common Stock (the "Shares") pursuant to the Company's Registration Statement
on Form S-1 (the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act").
This opinion is being furnished in accordance with the
requirements of Item 16(a) of Form S-1 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 issuance
and sale of the Shares. Based on such review, we are of the opinion that the
Shares have been duly authorized, and if, as and when issued in accordance
with the Registration Statement and the related prospectus (as amended and
supplemented through the date of issuance) will be legally issued, fully paid
and nonassessable.
We consent to the filing of this opinion letter as Exhibit
5.1 to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus which is part of the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the Act,
the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, or Item 509 of Regulation S-K.
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Simple Technology
Page 2
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 or the Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
