<PAGE> 1
EXHIBIT 5.1
[HELLER EHRMAN LETTERHEAD]
November 2, 2000
Symantec Corporation
20330 Stevens Creek Boulevard
Cupertino, California 95014-2132
REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
We have acted as counsel to Symantec Corporation, a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed with the Securities and Exchange Commission on
September 20, 2000 (as may be further amended or supplemented, the "Registration
Statement") for the purpose of registering under the Securities Act of 1933, as
amended, 15,601,000 shares of its Common Stock, par value $0.01 per share (the
"Shares"), issuable pursuant to the Agreement and Plan of Merger, dated as of
July 26, 2000, by and among the Company, Apache Acquisition Corp. and AXENT
Technologies, Inc. (the "Agreement and Plan of Merger").
We have assumed the authenticity of all records, documents and
instruments submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
records, documents and instruments submitted to us as copies.
In rendering our opinion, we have examined the following records,
documents and instruments:
(a) The Restated Certificate of Incorporation of the Company,
certified by the Delaware Secretary of State as of November 1,
2000, and certified to us by an officer of the Company as being
complete and in full force and effect as of the date of this
opinion;
(b) The Bylaws of the Company certified to us by an officer of the
Company as being complete and in full force and effect as of the
date of this opinion;
(c) A Certificate of an officer of the Company (i) attaching records
certified to us as constituting all records of proceedings and
actions of the Board of Directors, including any committee
thereof, and stockholders of the
<PAGE> 2
[HELLEREHRMAN LETTERHEAD]
Symantec Corporation
November 2, 2000
Page 2
Company relating to the Shares and the Registration Statement
and (ii) certifying as to certain factual matters;
(d) A Certificate of Good Standing relating to the Company issued by
the Secretary of State of the State of Delaware as of November
1, 2000;
(e) A Certificate of Status Foreign Corporation issued by the
Secretary of State of the State of California as of November 1,
2000;
(f) The Registration Statement;
(g) The Agreement and Plan of Merger; and
(h) A letter from EquiServe, the Company's transfer agent, dated
October 31, 2000, as to the number of shares of the Company's
Common Stock that were outstanding on October 30, 2000.
This opinion is limited to the federal law of the United States of
America and the General Corporation Law of the State of Delaware, and we
disclaim any opinion as to the laws of any other jurisdiction. We further
disclaim any opinion as to any other statute, rule, regulation, ordinance, order
or other promulgation of any other jurisdiction or any regional or local
governmental body or as to any related judicial or administrative opinion.
Based upon the foregoing and our examination of such questions of law as
we have deemed necessary or appropriate for the purpose of this opinion, and
assuming that (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered and issued, (ii) the Shares are
issued in accordance with the Agreement and Plan of Merger, (iii) appropriate
certificates evidencing the Shares are executed and delivered by the Company,
and (iv) all applicable securities laws are complied with, it is our opinion
that, when issued by the Company in the manner provided in the Agreement and
Plan of Merger and the Registration Statement, the Shares will be legally
issued, fully paid and nonassessable.
This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied upon by
you for any other purpose, or relied upon by any other person, firm, corporation
or other entity and we disclaim any obligation to advise you of any change of
law that occurs, or any facts of which we may become aware, after the date of
this opinion.
<PAGE> 3
[HELLEREHRMAN LETTERHEAD]
Symantec Corporation
November 2, 2000
Page 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Heller Ehrman White & McAuliffe LLP
