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Exhibit 5.1
August 25, 2000 212-859-8272
(FAX: 212-859-8589)
Inrange Technologies Corporation
13000 Midlantic Drive
Mt. Laurel, New Jersey 08054
RE: REGISTRATION STATEMENT ON FORM S-1 (NO. 333-38592)
(THE "REGISTRATION STATEMENT")
Ladies and Gentlemen:
We have acted as special counsel for Inrange Technologies Corporation,
a Delaware corporation (the "Company"), in connection with the underwritten
initial public offering (the "Offering") by the Company of shares (the "Shares")
of Class B common stock, par value $0.01 per share (the "Common Stock"), of the
Company, including Shares which may be offered and sold upon the exercise of an
over-allotment option granted to the underwriters. The Shares are to be offered
to the public pursuant to an underwriting agreement to be entered into among the
Company, Salomon Smith Barney, Inc., Bear, Stearns & Co., Inc., and Chase H &
Q, as representatives of the underwriters (the "Underwriting Agreement").
With your permission, 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 such examinations, we have assumed the legal capacity of all natural
persons, the
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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 opinion expressed herein, we have relied upon, and assume
the accuracy of, the representations and warranties contained in the
Underwriting Agreement 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 Underwriting Agreement with their
covenants and agreements contained therein.
Based upon the foregoing and subject to the limitations, qualifications and
assumptions set forth herein, we are of the opinion that the Shares registered
pursuant to the Registration Statement (when issued, delivered and paid for in
accordance with the terms of the Underwriting Agreement) 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 (the "GCLD") and applicable provisions of the Delaware
Constitution, in each case as currently in effect, and reported judicial
decisions interpreting the GCLD and the Delaware Constitution.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus forming part of the Registration Statement. In
giving such consent, we do not hereby admit that we are in the category of such
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
/s/ Fried, Frank, Harris, Shriver & Jacobson
By: /s/ Stuart Gelfond
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Stuart Gelfond
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