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[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
EXHIBIT 5.1
July 11, 2000
Lantronix, Inc.
15353 Barranca Pkwy.
Irvine, CA 92618
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1, as amended, filed
by Lantronix, Inc. (the "Company") with the Securities and Exchange Commission
in connection with the registration under the Securities Act of 1933, as
amended, of up to 10,350,000 shares of the Company's Common Stock (including an
over-allotment of up to 1,350,000 shares of the Company's Common Stock granted
to the underwriters) (the "Shares"). The Shares are to be sold to the
underwriters for resale to the public as described in the Registration Statement
and pursuant to the Underwriting Agreement filed as an exhibit thereto. As
legal counsel to the Company, we have examined the proceedings proposed to be
taken in connection with the sale and issuance of the Shares.
Based upon the foregoing, we are of the opinion that the Shares, when
issued in the manner described in the Registration Statement, will be duly
authorized, 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 the Prospectus constituting a part thereof,
and any amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
