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EXHIBIT 5.1
[EMC CORPORATION LETTERHEAD]
August 1, 2000
McDATA Corporation
310 Interlocken Parkway
Broomfield, Colorado 80021
Re: McDATA CORPORATION --
Registration Statement on Form S-1
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Ladies and Gentlemen:
I am Senior Vice President and General Counsel to EMC Corporation, a
Massachusetts corporation, and have acted as special counsel to McDATA
Corporation, a Delaware corporation (the "Company"), in connection with the
proposed public offering by the Company of an aggregate of up to 14,375,000
shares (including 1,875,000 shares subject to an over-allotment option)
(the "Shares") of the Company's Class B common stock, par value $.01 per share
(the "Common Stock").
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Securities Act").
In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Registration
Statement on Form S-1, relating to the Shares, as filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act on May 31, 2000,
as amended by Amendment No. 1 thereto filed with the Commission on June 13,
2000, Amendment No. 2 thereto filed with the Commission on July 17, 2000,
Amendment No. 3 thereto filed with the Commission on July 19, 2000, Amendment
No. 4 thereto filed with the Commission on July 24, 2000 and Amendment No. 5
thereto filed with the Commission on July 28, 2000 (as so amended, the
"Registration Statement"), including exhibits thereto; (ii) the form of the
Underwriting Agreement (the "Underwriting Agreement") proposed to be entered
into among the Company, as issuer, and Credit Suisse First Boston Corporation,
Deutsche Banc Alex. Brown and Merrill Lynch & Co., as representatives of the
several underwriters named therein (the "Underwriters"), the
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McDATA CORPORATION
July 14, 2000
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form of which is filed as an exhibit to the Registration Statement; (iii) a
specimen certificate representing the Company's Class B common stock (the
"Specimen Certificate"), the form of which is filed as an exhibit to the
Registration Statement; (iv) a certified copy of the Amended and Restated
Certificate of Incorporation of the Company, as currently in effect, filed as an
exhibit to the Registration Statement; (v) the second Amended and Restated
Certificate of Incorporation of the Company, to be filed with the Secretary of
State of the State of Delaware (the "Delaware Secretary") immediately prior the
form of which is filed as an exhibit to the Registration Statement; (vi) the
Amended and Restated By-Laws of the Company, as currently in effect, filed as an
exhibit to the Registration Statement; (vii) the Amended and Restated By-Laws of
the Company, to be effective upon the filing of the Amended and Restated
Certificate of Incorporation referred to in clause (v) above with the Delaware
Secretary, the form of which is filed as an exhibit to the Registration
Statement; (viii) certain resolutions adopted by the Board of Directors of the
Company (the "Board") on May 23, 2000 and drafts of certain resolutions (the
"Resolutions") proposed to be adopted by the Offering Committee appointed by the
Board (the "Committee"), in each case relating to the issuance and sale of the
Shares and certain related matters. I have also examined originals or copies,
certified or otherwise identified to my satisfaction, of such records of the
Company and such agreements, certificates of public officials, certificates of
officers or other representatives of the Company and others, and such other
documents, certificates and records as I have deemed necessary or appropriate as
a basis for the opinions set forth herein.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies, and the
authenticity of the originals of such copies. As to any facts material to the
opinion expressed herein that I have not independently established or verified,
I have relied upon statements and representations of other officers and
representatives of the Company and others.
I am admitted to the Bar of the Commonwealth of Massachusetts and do not
purport to be an expert on, or express any opinion concerning, any law other
than with respect to the General Corporation Law of the State of Delaware. I am
opining herein only as to the applicable laws of the State of Delaware,
including the General Corporation Law of the State of Delaware and as to the
federal laws of the United States of America. My opinion is based on my
reasonable familiarity with Delaware law with respect to the limited matters
set forth herein, which I believe is sufficient to enable me to render an
informed opinion on the matters set forth herein.
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McDATA CORPORATION
July 14, 2000
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Based upon and subject to the foregoing, I am of the opinion that when (i)
the Registration Statement becomes effective under the Securities Act; (ii) the
Underwriting Agreement has been duly executed and delivered; and (iii)
certificates in the form of the Specimen Certificate representing the Shares
have been manually signed by an authorized officer of the transfer agent and
registrar and registered by such transfer agent and registrar and have been
delivered to and paid for by the Underwriters at a price per Share not less than
the per share par value of the Shares as contemplated by the Underwriting
Agreement, the issuance and sale of the Shares will have been duly authorized,
and the Shares will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving this consent, I do not thereby
admit that I am in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission
promulgated thereunder.
This opinion is furnished by me, as Senior Vice President and General
Counsel to EMC and special counsel to the Company in connection with the filing
of the Registration Statement and is not to be used, circulated or quoted for
any other purpose or otherwise referred to without the prior express written
permission of me other than in connection with the offer and sale of Shares
while the Registration Statement is in effect.
Very truly yours,
EMC Corporation
/s/ Paul T. Dacier
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Paul T. Dacier
Senior Vice President and
General Counsel
