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EXHIBIT 5.1
[EMC CORPORATION LETTERHEAD]
August 7, 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, Amendment No. 5
thereto filed with the Commission on July 28, 2000, Amendment No. 6 thereto
filed with the Commission on August 1, 2000 and Amendment No. 7 thereto filed
with the Commission on August 3, 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 Bank
Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representatives of the several underwriters named therein (the "Underwriters"),
the
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McDATA CORPORATION
August 7, 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 Common Stock, 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
Amended and Restated By-Laws of the Company, as currently in effect, filed as an
exhibit to the Registration Statement; and (vi) certain resolutions adopted by
the Board of Directors of the Company (the "Board") on May 23, 2000 and drafts
of certain resolutions proposed to be adopted by the Offering Committee
appointed by the Board, 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. I am opining
herein only as to the General Corporation Law of the State of Delaware, and the
judicial decisions interpreting that law, and 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
August 7, 2000
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Based upon and subject to the foregoing, I am of the opinion that when the
Registration Statement becomes effective under the Securities Act, the issuance
and sale of the Shares will have been duly authorized, and the Shares, when sold
as described in the Registration Statement, 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
