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EXHIBIT 5.1
[Letterhead of Wilson Sonsini Goodrich & Rosati]
July 1, 2000
Avocent Corporation
4991 Corporate Drive
Huntsville, Alabama 35805
RE: REGISTRATION STATEMENT ON FORM S-8:
APEX INC. EMPLOYEE STOCK PLAN
APEX INC. EMPLOYEE STOCK PURCHASE PLAN
CYBEX COMPUTER PRODUCTS CORPORATION 1998 EMPLOYEE STOCK INCENTIVE PLAN
CYBEX COMPUTER PRODUCTS CORPORATION 1995 EMPLOYEE STOCK OPTION PLAN
CYBEX COMPUTER PRODUCTS CORPORATION 1995 OUTSIDE DIRECTORS STOCK OPTION PLAN
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about July 3, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 5,536,822 shares of your Common Stock
(the "Shares") reserved for issuance under the Apex Inc. Employee Stock Plan,
Apex Inc. Employee Stock Purchase Plan, Cybex Computer Products Corporation 1998
Employee Stock Incentive Plan, Cybex Computer Products Corporation 1995 Employee
Stock Option Plan, Cybex Computer Products Corporation 1995 Outside Directors
Stock Option Plan (the "Plans"). As your legal counsel, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the sale and issuance of such Common Stock under the
Plans.
It is our opinion that the Shares, as or when issued and sold in the manner
described in the Registration Statement and sold in the manner referred to in
the Plans and pursuant to the agreement which accompanies the Plans, are or will
be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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