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EXHIBIT 5.1
June 29, 2000
Auspex Systems, Inc.
2800 Scott Boulevard
Santa Clara, California 95050
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 filed by you
with the Securities and Exchange Commission on June 29, 2000 (Registration No.
33_-____), as amended (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of up to 9,932,540
shares of your common stock, par value $.001 per share (the "Shares"). The
Shares are to be sold from time to time in the over-the counter-market at
prevailing prices or as otherwise described in the Registration Statement. As
legal counsel for Auspex Systems, Inc., we have examined the proceedings taken
and are familiar with the proceedings proposed to be taken by you in connection
with the sale of the Shares.
It is our opinion that, upon completion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, including the proceedings being taken in order to permit such
transaction to be carried out in accordance with applicable state securities
laws, the Shares, when issued and sold in the manner described in the
Registration Statement and in accordance with the resolutions adopted by the
Board of Directors of the Company, will be legally and validly issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, including the prospectus constituting a part thereof, and further
consent to the use of our name wherever it appears in the Registration Statement
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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