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EXHIBIT 5.1
November 30, 2000
3Com Corporation
5400 Bayfront
Santa Clara, CA 95052
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission on or about November 30,
2000 (the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of an
aggregate of 258,260 shares of common stock, par value $0.001, of 3Com
Corporation (the "Shares"), reserved for issuance pursuant to the Nomadic
Technologies, Inc. 2000 Equity Incentive Plan (the "Plan"). As your legal
counsel, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and
issuance of the Shares under the Plan.
It is our opinion that the Shares will be, when issued and sold in the
manner referred to in the Plan, legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement and any subsequent amendment thereto.
In giving such consent, we do not consider that we are "experts" within the
meaning of such term as used in the Securities Act, or the rules and
regulations of the Securities and Exchange Commission issued thereunder, with
respect to any part of the Registration Statement, including this opinion as
an exhibit or otherwise.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati P.C.
