EXHIBIT 5.1
OPINION OF BROWN RUDNICK FREED & GESMER
August 1, 2000
Pinnacle Systems, Inc.
280 North Bernardo Avenue
Mountain View, CA 94043
RE: Pinnacle Systems, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
We are general counsel to Pinnacle Systems, Inc. a California
corporation (the "Company"). We have been asked to deliver this opinion in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
138,310 shares of the Company's Common Stock, no par value (the "Shares").
The Shares are issuable upon exercise of options granted or to be
granted pursuant to the Avid Sports, Inc.'s 1999 Stock Option Plan and Avid
Sports, Inc.'s 2000 Stock Option Plan (the "Plans"). The Plans, and the options
granted thereunder, were assumed by the Company when it acquired Avid Sports,
Inc. on June 30, 2000.
In connection with this opinion, we have examined the originals or
copies, certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"):
1. a copy of the Articles of Incorporation of the Company, with
all amendments thereto, certified by the Secretary of State
for the State of California as of June 23, 2000;
2. a certificate of legal existence and good standing of the
Company issued by the Secretary of State of the State of
California as of June 23, 2000;
3. a certificate of the Secretary of the Company dated June 30,
2000, as to (a) Bylaws of the Company, (b) the adoption of
resolutions by the Board of Directors of the Company
authorizing the execution and delivery by the Company of the
acquisition documents to acquire Avid Sports, Inc. (the
"Acquisition Documents") and the performance by the Company of
its obligations thereunder and (c) the incumbency of each of
those officers of the Company who has executed and delivered
the Acquisition Documents;
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4. the Registration Statement on Form S-8; and
5. an Opinion of Wilson Sonsini Goodrich and Rosati dated June
30, 2000.
For purposes of this opinion, we have assumed without any
investigation: (1) the legal capacity of each natural person; (2) the
genuineness of each signature; (3) the completeness of each document submitted
to us as an original and the conformity with the original of each document
submitted to us as a copy; and (4) the completeness, accuracy and proper
indexing of all governmental records.
We have not, except as specifically noted herein, made any independent
review or investigation of orders, judgments, rules or other regulations or
decrees by which the Company or any of its property may be bound. Nor have we
made any independent investigation as to the existence of actions, suits,
investigations or proceedings, if any, pending or threatened against the
Company.
Our opinion contained herein is limited to the laws of the State of
California and to federal law.
Our opinion hereafter expressed is based solely upon: (1) our review of
the Documents; (2) discussions with those of our attorneys who have devoted
substantive attention to the matters contained herein; and (3) such review of
published sources of law as we have deemed necessary.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued in accordance with the terms
of the Plans, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm wherever it appears in
the Registration Statement.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER
By: Brown, Rudnick, Freed & Gesmer,
P.C. a partner
By: /s/ Paul J. Hartnett, Jr.
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Paul J. Hartnett, Jr., a Member
hereunto duly authorized
