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EXHIBIT 5.1
[AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]
September 18, 2000
Tut Systems, Inc
5964 W. Las Positas
Pleasanton, California 75207
Ladies and Gentlemen:
We have acted as counsel to Tut Systems, Inc., a Delaware corporation (the
"Company"), in connection with the filing of a Registration Statement on Form
S-1 (the "Registration Statement") with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, for the registration of the sale from time
to time of an aggregate of 369,405 shares (the "Shares") of common stock, par
value $0.001 per share ("Common Stock"), of the Company.
We have, as counsel, examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company, and
have made such inquiries of such officers and representatives as we have deemed
relevant and necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. In
addition, we have assumed that the Shares have been issued for consideration
that had a value of at least the par value thereof. As to all questions of fact
material to this opinion that have not been independently established, we have
relied upon certificates or comparable documents of officers and
representatives of the Company.
Based upon such examination and representations, we advise you that, in our
opinion, the Shares are validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the corporate laws of the State of
Delaware and we express no opinion as to the effect on the matters covered by
this letter of any other law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In addition, we consent to the reference to us under
the caption "Legal Matters" in the prospectus forming a part of the
Registration Statement.
This opinion is rendered solely to you in connection with the above matter.
This opinion may not be relied upon by you for any other purpose or relied upon
by or furnished to any other person without our prior written consent.
Very truly yours,
/s/ Akin, Gump, Strauss, Hauer & Feld,
L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
