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EXHIBIT 5.1
OPINION OF COUNSEL
May 31, 2000
Boca Research, Inc.
1601 Clint Moore Road
Boca Raton, FL 33487
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Boca Research, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") on or about May
25, 2000 in connection with the registration under the Securities Act of 1933,
as amended, of 1,716,373 shares of Boca Research, Inc. Common Stock reserved for
issuance under Boca Research, Inc.'s 1992 Stock Option Plan (the "Plan"). As
Boca Research, Inc.'s legal counsel in connection with this transaction, we have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by Boca Research, Inc. in connection with the sale and issuance of the
foregoing shares under the Plan, (collectively, the "Shares").
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares, when
issued and sold in the manner described in the Registration Statement will be
legally and validly issued, fully paid and non-assessable, and no personal
liability will attach thereto.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the caption "Interests
of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ Hutchins, Wheeler & Dittmar
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HUTCHINS, WHEELER & DITTMAR,
A Professional Corporation
