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EXHIBIT 5 and 23.1
[LETTERHEAD OF LEONARD, STREET AND DEINARD PROFESSIONAL ASSOCIATION]
June 7, 2000
Stephen M. Quinlivan
612-335-7076
Computer Network Technology Corporation
6000 Nathan Lane North
Minneapolis, Minnesota 55442
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
the offering of an additional 1,400,000 shares of Common Stock, par value $0.01
per share (the "Shares"), of Computer Network Technology Corporation, a
Minnesota Corporation (the "Company"), under the Company's 1999 Non-Qualified
Stock Award Plan (the "Plan"), we have examined such corporate records and other
documents, including the Registration Statement, and have reviewed such matters
of law as we have deemed relevant hereto, and, based upon this examination and
review, it is our opinion that all necessary corporate action on the part of the
Company has been taken to authorize the issuance and sale of the Shares and
that, when issued and sold as contemplated in the Plan and the Registration
Statement, the Shares will be legally issued, fully paid and nonassessable under
the current laws of the State of Minnesota.
We are admitted to the practice of law in the State of Minnesota and
the foregoing opinions are limited to the laws of that state and the federal
laws of the United States of America.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
LEONARD, STREET AND DEINARD
PROFESSIONAL ASSOCIATION
By /s/ Stephen M. Quinlivan
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Stephen M. Quinlivan
