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EXHIBIT 5.1
OPINION OF HELLER EHRMAN WHITE & MCAULIFFE LLP
October 10, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8
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-8 (the
"Registration Statement") which the Company proposes to file with the Securities
Exchange Commission on or about October 10, 2000 for the purposes of registering
under the Securities Exchange Act of 1933, as amended, 25,000 shares of its
Common Stock, $0.01 par value (the "Shares"). The Shares are additional Shares
issuable under the Symantec Corporation 2000 Directors Equity Incentive Plan.
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 September 15, 2000, and
certified to us by an officer of the Company as being complete and in
full force as of the date of this opinion;
(b) The Amended and Restated 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 Good Standing relating to the Company issued by the
Secretary of State of the State of Delaware as of October 6, 2000;
(d) A Certificate of Status Foreign Corporation issued by the Secretary of
State of the State of California as of October 6, 2000;
(e) 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
shareholders of the Company relating to the Shares, and the
Registration Statement, and (ii) certifying as to certain factual
matters;
(f) The Registration Statement;
(g) The Plan; and
(h) A letter from EquiServe, the Company's transfer agent, dated October
6, 2000, as to the number of shares of the Company's Common Stock that
were outstanding on October 5, 2000.
This opinion is limited to the federal law of the United States of America
and the Delaware General Corporation Law, 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.
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Based on 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 full
consideration stated in the Plan is paid for each Share and that such
consideration in respect of each Share includes payment of cash or other lawful
consideration, (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 the Shares covered by the Registration
Statement, when issued by the Company, will be validly 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 for any purpose, without our prior written consent. 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.
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
