Exhibit 5.1
[EMC Corporation Letterhead]
October 2, 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 of certain selling stockholders of the
Company (the "Selling Stockholders") of up to 2,020,000 shares
(the "Shares") of common stock, par value $.01 per share, of the
Company ("Common Stock").
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, and (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
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 opinions 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 Bars of the State of Wisconsin and 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
