EXHIBIT 5.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
December 4, 2000
Pinnacle Systems, Inc.
280 North Bernardo Avenue
Mountain View, California 94043
RE: Amendment No. 1 to the Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Amendment No. 1 to the Registration Statement on
Form S-3 to be filed by you with the SEC on or about December 7, 2000 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 62,612 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 Montage Group, Ltd. 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
