EXHIBIT 5.1
Wilson, Sonsini, Goodrich and Rosati
650 Page Mill Road
Palo Alto, California 94304-1050
July 12, 2000
Novell, Inc.
1800 South Novell Place
Provo, Utah, 84606
Re: Novell, Inc. 2000 Stock Plan
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 July 12, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended; 16,000,000 Common Stock shares reseverd for
the Nonqualified Stock Option Plan and 16,000,000 shares of your Common Stock
reserved for issuance under the Novell, Inc. 2000 Stock Plan (collectively
referred to as the "Plans"). 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 such Common Stock under the
Plans.
It is our opinion that, when issued and sold in the respective manners
referred to in the Plans, and pursuant to the agreements which accompany the
Plans, the Common Stock issued and sold thereby will be legally and validly
issued, fully paid and non-assessable.
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, including any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/WILSON SONSINI GOORDRICH & ROSATI,P.C.
