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-3
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Ladies and Gentlemen:
As 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-3 (the "Registration Statement") relating to 944,213 shares of the
Company's Common Stock, no par value (the "Shares").
The Shares were issued as consideration pursuant to the Company's
acquisition of 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-3; 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 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.
Our opinion contained herein is limited to the laws of the State of
California and to federal law. With respect to matters of California law, we
have relied upon the Opinion of Wilson Sonsini Goodrich and Rosati referred to
above.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and are 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
