<PAGE>
EXHIBIT 5.1
September 5, 2000
Lantronix, Inc.
15353 Barranca Parkway
Irvine, California 92618
Re: Registration Statement on Form S-8
Ladies and 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 September 5, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of (i) 4,000,000 shares of your common Stock
under your 1993 Incentive Stock Option Plan, (ii) 10,000,000 shares of your
Common Stock under your 1994 Nonstatutory Stock Option Plan, (iii) 1,000,000
shares of your Common Stock reserved for issuance under the 2000 Stock Plan (the
"2000 Plan") and (iv) 750,000 shares of your Common Stock reserved for issuance
under the 2000 Employee Stock Purchase Plan (the "Employee Plan").
(collectively, the "Shares", and the "Plans"). As your legal counsel, we have
examined the proceedings taken and proposed to be taken in connection with the
issuance, sale and payment of consideration for the Shares to be issued under
the Plans.
It is our opinion that, when issued and sold in compliance with applicable
prospectus delivery requirements and in the manner referred to in the Plans and
pursuant to the agreements which accompany the Plans, the Shares will be legally
and validly issued, fully paid and non-assessable.
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.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
