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EXHIBIT 5.1
[EMC CORPORATION LETTERHEAD]
July 14, 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 26, 2000
(such Registration Statement, being hereinafter referred to as the "Registration
Statement"); (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
Page 2
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
"Draft Offering Committee Resolutions") proposed to be adopted by the Offering
Committee appointed by the Board (the "Offering 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.
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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
price at which the Shares are to be sold to the Underwriters pursuant to the
Underwriting Agreement and other matters relating to the issuance and sale of
the Shares have been approved by the Offering Committee in accordance with the
Draft Offering Committee Resolutions and such Draft Offering Committee
Resolutions have been adopted by the Offering Committee; (iii) the Underwriting
Agreement has been duly executed and delivered; and (iv) certificates in the
form of the Specimen Certificate representing the Shares have been (A) duly
executed by an authorized officer of the transfer agent and registrar for the
Company's Class B Common Stock, (B) registered by such transfer agent and
registrar and (C) 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 or relied upon by any other person
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
