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EXHIBIT 5.1
December 21, 2000
Emulex Corporation
3535 Harbor Boulevard
Costa Mesa, California 92626
Re: Emulex Corporation Registration Statement on Form S-8
For Offering of Common Stock and related preferred stock
purchase rights
Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by you with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of an aggregate of 11,330,000 shares of your
common stock, $0.10 par value (the "Stock"), and related preferred stock
purchase rights (the "Rights") issuable pursuant to the Company's stockholder
Rights Agreement, dated January 19, 1989, as amended (the "Rights Agreement").
We are familiar with the actions taken and proposed to be taken by you in
connection with the authorization and proposed issuance and sale of the Stock.
It is our opinion that:
1. When the Registration Statement has become effective under the Act,
subject to said actions being duly taken and completed by you as now
contemplated prior to the issuance of the Stock and subject to the appropriate
qualification (or exemption therefrom) of the Stock by the appropriate
authorities of the various states in which the such Stock will be sold, the
Stock will, upon the issuance and the sale thereof in the manner referred to in
the Registration Statement and in accordance with the provisions of the
applicable stock option or stock purchase plan referenced in the Registration
Statement, be legally issued, fully paid and non-assessable.
2. Assuming that the Board of Directors of the Company, after fully
informing itself with respect to the Rights Agreement and the Rights and after
giving due consideration to all relevant matters, determined that the execution
and delivery of the Rights Agreement and the issuance of the Rights thereunder
would be in the best interests of the Company and its stockholders, and assuming
further that the Rights Agreement has been duly authorized, executed and
delivered by the Rights Agent, and the provisions of the Rights Agreement are
complied with in connection with the issuance of the Stock, then the Rights
attributable to the Stock will be legally issued.
In connection with the opinion set forth in paragraph 2 above, we note
that the question whether the Board of Directors of the Company might be
required to redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
JEFFER, MANGELS, BUTLER & MARMARO LLP
