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EXHIBIT 5.1
[LETTERHEAD OF LEONARD, STREET AND DEINARD PROFESSIONAL ASSOCIATION]
October 4, 2000
Computer Network Technology Corporation
605 North Highway 169
Minneapolis, Minnesota 55441
Ladies and Gentlemen:
We have acted as counsel to Computer Network Technology Corporation
(the "Corporation"), a Minnesota corporation, in connection with the
registration statement (the "Initial Registration Statement") on Form S-3 (No.
333-80841) originally filed by the Corporation on August 23, 1999 by the
Corporation of $100,000,000 in maximum aggregate offering price of (1) shares of
the Corporation's common stock, par value $.01 per share (the "Common Stock")
and (2) the Corporation's convertible subordinated notes (the "Notes"). We have
also examined the registration statement to be filed under the Corporation
pursuant to Rule 462(b) (the "Rule 462(b) Registration Statement") of the
Securities Act of 1933 of an additional $20,000,000 of Common Stock and Notes.
Capitalized terms used but not defined herein have the meanings set forth in the
Initial Registration Statement.
In our capacity as counsel to you in connection with such Rule 462(b)
Registration Statement, we are familiar with the proceedings taken and proposed
to be taken by the Corporation in connection with the authorization and issuance
of the Common Stock and Notes. In addition, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. Upon (a) adoption of a resolution by the Board of Directors of the
Corporation (or a duly authorized committee) approving the issuance of the
Common Stock under the Rule 462(b) Registration Statement, (b) effectiveness of
the Rule 462(b) Registration Statement and (c) receipt of the consideration for
the Common Stock in accordance with the Board of Directors' (or a duly
authorized committee's) resolutions, the Common Stock issued upon conversion of
the Note, will be validly issued, fully paid and nonassessable under the
Minnesota Business Corporation Act.
2. Upon (a) adoption of a resolution by the Board of Directors of the
Corporation (or a duly authorized committee) approving the issuance of the Notes
under the Rule 462(b) Registration Statement, (b) effectiveness of the Rule
462(b) Registration Statement, (c) receipt of the consideration for the Notes in
accordance with the Board of Directors' (or a duly authorized committee's)
resolutions and (d) execution and delivery by the Corporation of the Indenture
and the Notes, the Indenture and the Notes will constitute valid and binding
obligations of the Corporation enforceable against the Corporation in accordance
with their terms, except to the extent that (i) enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect relating to
creditors' rights generally and general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforceability is considered in a proceeding at law or in equity) and
(ii) the waiver contained in Section 4.7 (Stay, Extension and Usury Laws) of the
Indenture may be deemed unenforceable.
3. Upon the occurrence of the events listed in clauses (a) through (d)
in the foregoing paragraph and upon the issuance and delivery of the Common
Stock upon conversion of the Notes issued under the Rule 462(b) Registration
Statement in accordance with the terms of the Notes and the Indenture, the
Common Stock issued upon conversion of the Notes, will be validly issued, fully
paid and nonassessable under the Minnesota Business Corporation Act.
To the extent that the obligations of the Corporation under the
Indenture may be dependent upon such matters, we assume for purposes of this
opinion that the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Trustee is
duly qualified to engage in the activities contemplated by the Indenture; that
the Indenture will be duly authorized, executed and delivered by the Trustee and
will constitute the valid and binding obligation of the Trustee enforceable
against the Trustee in accordance with its terms; that the Trustee will be in
compliance, with respect to acting as a trustee under the Indenture, with all
applicable laws and regulations; and that the Trustee has the requisite
organizational and legal power and authority to perform its obligations under
the Indenture.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Rule 462(b)
Registration Statement on the date of this opinion letter and should not be
quoted in whole or in part or otherwise be referred to, nor filed with or
furnished to any governmental agency or other person or entity, without the
express prior written consent of this firm.
We are admitted to practice 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.
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We hereby consent to the filing of this opinion letter as an exhibit to
the Rule 462(b) Registration Statement. In giving this consent, we do not
thereby admit that we are an "expert" within the meaning of the Act.
Very truly yours,
LEONARD, STREET AND DEINARD
PROFESSIONAL ASSOCIATION
By /s/ Stephen Quinlivan
______________________________
Stephen M. Quinlivan
