EXHIBIT 5
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November 15, 2000
Board of Directors
Comdial Corporation
1180 Seminole Trail
Charlottesville, Virginia 22901
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Comdial Corporation with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, with respect to the Comdial Corporation 1992 Stock Incentive Plan (the
"Plan"). The Registration Statement covers 500,000 shares of Comdial Corporation
Common Stock, $0.01 par value, which have been added, with the approval of the
stockholders of Comdial Corporation, to those reserved for issuance under the
Plan.
We are of the opinion that the additional 500,000 shares of Common
Stock being registered under the Registration Statement, when issued and sold in
accordance with the terms and provisions of the Plan will be duly authorized,
legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Sincerely,
/s/ McGuireWoods LLP
McGuireWoods LLP
