Exhibit 5.1
[EMC Corporation Letterhead]
November 16, 2000
EMC Corporation
35 Parkwood Drive
Hopkinton, MA 01748
Ladies and Gentlemen:
I am Senior Vice President and General Counsel to EMC
Corporation, a Massachusetts corporation (the "Company"), and am
issuing this opinion in connection with the registration statement
on Form S-3 (the "Registration Statement") being filed by the
Company with the Securities and Exchange Commission (the
"Commission") on the date hereof for the purpose of registering
under the Securities Act of 1933, as amended (the "Securities Act"),
and the sale by certain selling stockholders of the Company, of up
to an aggregate of 3,495,064 shares (the "Shares") of common stock,
par value $.01 per share, of the Company.
In this connection, I have examined and am familiar with originals
or copies, certified or otherwise identified to my satisfaction, of:
(i) the Registration Statement; (ii) the Restated Articles of
Organization; (iii) such records of the corporate proceedings of the
Company as I have deemed necessary or appropriate as a basis for the
opinions set forth herein; and (iv) such certificates of officers of
the Company and others and such other records and documents as I
have deemed necessary or appropriate as a basis for the opinion set
forth herein.
In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity
of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified,
conformed or photostatic copies and the authenticity of the
originals of such copies. As to any facts material to the opinion
expressed herein which I have not independently established or
verified, I have relied upon statements and representations of other
officers and representatives of the Company and others.
I am admitted to the Bar of The Commonwealth of Massachusetts and
do not purport to be an expert on, or express any opinion,
concerning any law other than the substantive law of The
Commonwealth of Massachusetts.
Based upon and subject to the foregoing, I am of the opinion that
the Shares have been duly authorized for issuance and are validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. In giving this
consent, I do not thereby admit that I am in the category of persons
whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission promulgated thereunder.
This opinion is furnished by me, as Senior Vice President and
General Counsel to the Company, in connection with the filing of the
Registration Statement and is not to be used, circulated or quoted
for any other purpose or otherwise referred to or relied upon by any
other person without the prior express written permission of the
Company other than in connection with the offer and sale of Shares
while the Registration Statement is in effect.
Very truly yours,
/s/ Paul T. Dacier
Paul T. Dacier
Senior Vice President and General
Counsel
