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EXHIBIT 5
November 20, 2000
SafeNet, Inc.
8029 Corporate Drive
Baltimore, MD 21236
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to SafeNet, Inc., a Delaware
corporation (the "Company"), in connection with a registration statement on Form
S-8 filed with the Securities and Exchange Commission (the "Registration
Statement") pertaining to the registration of up to 500,000 shares of its Common
Stock, $0.01 par value (the "Common Stock"), for issuance and sale pursuant to
the Company's 2000 Nonqualified Stock Option Plan (the "Plan").
In that connection, we have examined originals or copies of
such documents, corporate records and other instruments as we have deemed
necessary or appropriate for purposes of this opinion including, but not limited
to, the following: (i) the Registration Statement; (ii) the Certificate of
Incorporation and the Bylaws of the Company, as amended and as currently in
effect; (iii) the Plan; (iv) certain resolutions of the Board of Directors of
the Corporation relating to the issuance of the Common Stock and the other
transactions contemplated by the Registration Statement; and (v) such other
documents as we have deemed necessary or appropriate as a basis for the opinion
set forth below. We have assumed, without independent verification, the
genuineness of signatures, the authenticity of documents and the conformity with
originals of copies.
Based on the foregoing, we are of the opinion that the Common
Stock, when issued and sold in accordance with the terms of the Plan, will be
validly issued, fully paid and non-assessable.
We are members of the Bar of the State of Maryland and the
opinions expressed herein are limited to the corporate laws of Delaware
pertaining to matters such as the issuance of stock, but not including the
"securities" or "blue sky" law of Delaware.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement. By giving the foregoing consent, we do not admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Venable, Baetjer and Howard, LLP
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