Exhibit 5.1
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
November 30, 2000
Pinnacle Systems, Inc.
280 North Bernardo Avenue
Mountain View, California 94043
Re: Registration Statement on Form S-8
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 December 1, 2000
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an additional 5,566,372 shares of your
Common Stock under the 1994 Employee Stock Purchase Plan, as amended, of an
additional 800,000 shares of your Common Stock under the 1996 Stock Option Plan,
as amended, and of an additional 2,200,000 shares of your Common Stock under the
1996 Supplemental Stock Option Plan, as amended. Such shares of Common Stock are
referred to herein as the "Shares", and such plans are referred to herein as the
"Plans." As your counsel in connection with this transaction, we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by you in connection with the issuance and sale of the Shares pursuant to the
Plans.
It is our opinion that, when issued and sold in the manner described in
the Plans and pursuant to the agreements which accompany each grant under the
Plans, the Shares 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 and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
