Exhibit 5.1
[EMC Corporation Letterhead]
December 20, 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-8 (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"), $20,000,000
of deferred compensation obligations of the Company (the
"Obligations") under the EMC Corporation Executive Deferred
Compensation Retirement Plan (the "Plan").
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 Company's 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 when issued by the Company in the manner
provided in the Plan, the Obligations will be valid and
binding obligations of the Company, enforceable against the
Company in accordance with their terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization,
arrangement, moratorium or other similar laws now or
hereinafter in effect and general principles of equity,
regardless of whether applied in a proceeding in equity or
at law.
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 Obligations
while the Registration Statement is in effect.
Very truly yours,
/s/ Paul T. Dacier
Paul T. Dacier
Senior Vice President and
General Counsel
