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EXHIBIT 5.1
[OPPENHEIMER LETTERHEAD]
Amsterdam New York
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www.oppenheimer.com
July 26, 2000
VIA EDGAR
Tricord Systems, Inc.
2905 Northwest Boulevard
Suite 20
Plymouth, MN 55441
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We are acting as counsel for Tricord Systems, Inc., a Delaware corporation (the
"Company"), in connection with the Company's registration of offers and sales by
certain of its stockholders of 9,739,000 shares of its common stock, $.01 par
value, pursuant to a Registration Statement on Form S-3 filed with the
Securities Exchange Commission on July 19, 2000. The shares covered by the
Registration Statement consist of shares that have been issued by the Company in
private placements and shares that are issuable upon the exercise of outstanding
warrants.
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein.
In connection with our examination, we have assumed the genuiness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of all natural persons and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.
Based on the foregoing, it is our opinion that:
(1) The Company had the corporate authority to issue the shares
covered by the Registration Statement that are currently
outstanding and has the corporate
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authority to issue those shares covered by the Registration
Statement that are issuable upon the exercise of outstanding
warrants.
(2) The outstanding shares being registered for resale by the
selling stockholders under the Registration Statement have
been duly authorized and are validly issued, fully paid and
nonassessable.
(3) The shares being registered for resale by the selling
stockholders under the Registration Statement which are
issuable upon the exercise of outstanding warrants have been
duly authorized and, when issued, delivered and paid for
according to the terms of the warrants, will be validly
issued, fully paid and nonassessable.
We express no opinion with respect to laws other than those of the State of
Minnesota, Delaware General Corporation Law and the federal laws of the United
States of America, and we assume no responsibility as to the applicability
thereto, or the effect thereon, of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, to its use as part of the Registration Statement, and to
the use of our name under the caption "Legal Matters" in the prospectus
constituting a part of the Registration Statement.
Very truly yours,
OPPENHEIMER WOLFF & DONNELLY LLP
/s/ Oppenheimer Wolff & Donnelly LLP
