EXHIBIT 5.1
August 15, 2000
At Comm Corporation
577 Airport Blvd., Suite 700
Burlingame, CA 94010
RE:REGISTRATION STATEMENT ON FORM S-8
Ladies and 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 August 15, 2000 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 727,095 shares of your Common Stock
reserved for issuance under the 1994 Stock Plan (the "Plan"). As your legal
counsel, we have examined the proceedings taken and proposed to be taken in
connection with the issuance, sale, and payment of consideration for the shares
to be issued under the Plan.
It is our opinion that, when issued and sold in the manner referred to
in the Plan and pursuant to the agreements which accompany the Plan, 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
By: /s/ WILSON SONSINI GOODRICH & ROSATI
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