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EXHIBIT 5.1
July 27, 2000
Read-Rite Corporation
44100 Osgood Road
Fremont, CA 95035
Re: Read-Rite Corporation Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel for Read-Rite Corporation, a Delaware
corporation (the "Company") in connection with the Registration Statement on
Form S-3 under the Securities Act of 1933, as amended, of up to 4,000,000 shares
of Common Stock $0.0001 (the "Shares"). The Shares are being offered and sold
by a selling securityholder of the Company. In this regard, we have
participated in the preparation of a Registration Statement on Form S-3 relating
to the Shares (such Registration Statement, as amended from time to time, is
herein referred to as the "Registration Statement"). As your legal counsel, we
have examined the proceedings taken, and are familiar with the proceedings
proposed to be taken, by you in connection with the sale and issuance of the
Shares.
We are of the opinion that the Shares have been validly issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name under the
caption "Legal Matters" in the Registration Statement, including the Prospectus
constituting a part thereof, and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
