<PAGE> 1
EXHIBIT 5.1
September __, 2000
(415) 393-8200 C 18861-00035
Tality Corporation
555 River Oaks Parkway, Building 3
San Jose, CA 95134
Re: Registration Statement on Form S-1
Registration No. 333-41552
Ladies and Gentlemen:
We have acted as special counsel for Tality Corporation, a Delaware
corporation (the "Company"), in connection with the registration by the Company
of shares of the Company's Class A common stock, $0.001 par value per share (the
"Common Stock"), pursuant to the above-referenced Registration Statement on Form
S-1 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"). The Company proposes to issue and sell up to 14,662,500 shares of
Common Stock (the "Shares") to a group of underwriters (the "Underwriters"),
including Goldman, Sachs & Co., Lehman Brothers, Inc., UBS Warburg LLC and SG
Cowen Securities Corporation, for offering to the public.
For the purpose of the opinion set forth below, we have examined and are
familiar with the proceedings taken and proposed to be taken by the Company in
connection with the authorization and issuance of the Shares, including, among
other things, such corporate records of the Company and certificates of officers
of the Company and of public officials and such other documents as we have
deemed relevant and necessary as the basis for the opinion set forth below. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
the originals of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies.
On the basis of such investigation as we have deemed necessary, we are
of the opinion that (i) the Shares have been duly authorized and (ii) when
issued and sold pursuant to the
<PAGE> 2
Tality Corporation
September __, 2000
Page 2
Registration Statement and in accordance with the terms of the purchase
agreement between the Company and the Underwriters, substantially in the form
filed as an exhibit to the Registration Statement, the Shares will be validly
issued, fully paid and nonassessable.
The Company is a Delaware corporation. We are not admitted to practice
in Delaware. However, we are familiar with the Delaware General Corporation Law
and have made such review thereof as we consider necessary for the purpose of
this opinion. Therefore, this opinion is limited to the current laws of the
State of Delaware and the State of California, and to the current federal laws
of the United States of America.
We consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption "Legal Matters" in the Registration Statement and the prospectus which
forms a part thereof. In giving these consents, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
