EXHIBIT 5.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
June 27, 2000
Pinnacle Systems, Inc.
280 North Bernardo Avenue
Mountain View, California 94043
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the SEC on June 27, 2000 (the "Registration Statement"), in connection with
the registration under the Securities Act of 1933, as amended, of 161,861 shares
of your Common Stock, no par value (the "Shares"), all of which are authorized
and have been previously issued to the selling shareholders named therein in
connection with the acquisition by the Company of Digital Editing Systems, Inc.
The Shares are to be offered by the selling shareholders for sale to the public
as described in the Registration Statement. As your counsel in connection with
this transaction, we have examined the proceedings taken and proposed to be
taken in connection with the sale of the Shares.
It is our opinion that, upon completion of the proceedings being taken or
contemplated to be taken prior to the registration of the Shares, including such
proceedings to be carried out in accordance with the securities laws of the
various states, where required, the Shares, when sold in the manner referred to
in the Registration Statement, will be 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, including the Prospectus constituting a part thereof,
and any amendment thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
