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EXHIBIT 5.1
January 8, 2001
Overland Data, Inc.
8975 Balboa Avenue
San Diego, CA 92123-1599
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"REGISTRATION STATEMENT") to be filed by Overland Data, Inc., a California
corporation (the "COMPANY"), with the Securities and Exchange Commission
relating to the registration under the Securities Act of 1933, as amended, of an
aggregate of 1,000,000 shares of the Company's common stock, no par value per
share ("COMMON STOCK"), which will be issued under the Company's 2000 Stock
Option Plan (the "PLAN").
As counsel to the Company, we have examined the proceedings taken
by the Company in connection with the adoption of the Plan and the authorization
of the shares of Common Stock to be issued pursuant to the Plan.
We also have examined such documents as we have deemed necessary to render this
opinion.
It is our opinion that the 1,000,000 shares of Common Stock that
may be issued and sold by the Company, when issued and sold pursuant to the
terms of the Plan, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to us in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
