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EXHIBIT 5
McDATA Corporation
310 Interlocken Parkway
Broomfield, Colorado 80021
Thomas O. McGimpsey
Vice President and General Counsel
August 8, 2000
Ladies and Gentlemen:
I refer to the registration statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, filed by McDATA Corporation a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") on or about August 8, 2000. The Registration
Statement covers 15,116,212 shares of Class B Common Stock of the Company, $.01
par value per share (the "Shares"), which may be issued from time to time in
connection with the Company's 1997 Stock Option Plan (the "Plan").
I have made such legal and factual examinations and inquiries as I deemed
advisable for the purpose of rendering this opinion. I am familiar with the
proceedings taken and proposed to be taken in connection with the authorization,
issuance and sale of the Shares. Based on my examination and inquiries, it is my
opinion that the Shares, upon issuance thereof in accordance with the terms of
the Plan will be validly issued, fully paid, and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/S/ THOMAS O. MCGIMPSEY
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Thomas O. McGimpsey
