EXHIBIT 5.1
[Letterhead of Fried, Frank, Harris, Shriver & Jacobson
(a partnership including professional corporations)]
September 22, 2000
Inrange Technologies Corporation
13000 Midlantic Drive
Mt. Laurel, New Jersey 08054
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
Inrange Technologies Corporation (the "Company") is filing with
the Securities and Exchange Commission a Registration Statement on Form S-8
(the "Registration Statement") with respect to an aggregate of 11,585,000
shares (the "Shares") of Class B common stock, par value $0.01 per share,
of the Company, issuable pursuant to the Inrange Technologies Corporation
2000 Stock Compensation Plan and the Inrange Technologies Corporation
Employee Stock Purchase Plan (the "Plans").
All assumptions and statements of reliance herein have been made
without any independent investigation or verification on our part except to
the extent otherwise expressly stated, and we express no opinion with
respect to the subject matter or accuracy of such assumptions or items
relied upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records
of the Company, such certificates of public officials and such other
documents, and (iii) received such information from officers and
representatives of the Company, as we have deemed necessary or appropriate
for the purposes of this opinion. In all examinations, we have assumed the
legal capacity of all natural persons executing documents, the genuineness
of all signatures, the authenticity of original and certified documents 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 the opinions expressed herein, we have relied upon, and assume
the accuracy of, representations and warranties contained in documents and
certificates and oral or written statements and other information of or
from representatives of the Company and others and assume compliance on the
part of all parties to the documents with their covenants and agreements
contained therein. We also have assumed that any future changes to the
terms and conditions of the Plans will be duly authorized by the Company
and will comply with all applicable laws.
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that
the Shares, when issued and paid for (with the consideration received by
the Company being not less than the par value thereof) in accordance with
the provisions of the Plans and the applicable option agreements
thereunder, will be duly authorized, validly issued, fully paid and
non-assessable.
The opinion expressed herein is limited to the General
Corporation Law of the State of Delaware, as currently in effect, the
provisions of the Delaware Constitution applicable to corporations and the
reported judicial decisions interpreting those laws.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not hereby admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Stuart H. Gelfond
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Stuart H. Gelfond
