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Exhibit 5.01
August 14, 2000
Macromedia, Inc.
600 Townsend Street
San Francisco, CA 94103
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-8 (the
"REGISTRATION STATEMENT") to be filed by you with the Securities and Exchange
Commission (the "COMMISSION") on or about August 14, 2000 in connection with
the registration under the Securities Act of 1933, as amended, of an
aggregate of 5,690,351 shares of your Common Stock (the "STOCK") subject to
issuance upon the exercise of (a) options for up to 2,200,000 shares of Stock
granted or to be granted under your 1992 Equity Incentive Plan (the "EQUITY
PLAN"); (b) purchase rights for up to 350,000 shares of your Stock granted or
to be granted under the Company's 1993 Employee Stock Purchase Plan, as
amended (the "PURCHASE PLAN"); (c) options for 2,300,000 shares of Stock
granted by you under the 1999 Stock Option Plan (the "STOCK OPTION PLAN");
(d) options for 835,000 shares of Stock outstanding that were granted outside
of your option plans (the "NON-PLAN OPTIONS"); and (e) options for 5,351
shares of Stock subject to issuance by you upon the exercise of outstanding
stock options of Middlesoft, Inc. ("MIDDLESOFT") under Middlesoft's 1999
Stock Option Plan (the "MIDDLESOFT PLAN") that have been assumed by you (the
"ASSUMED OPTIONS"), pursuant to the Agreement and Plan of Reorganization
dated as of July 6, 2000, as amended, among you, Middlesoft and Core
Acquisition Corporation, your wholly-owned subsidiary (the "MERGER
AGREEMENT").
In rendering this opinion, we have examined the following:
(1) the Equity Plan and the forms of Stock Option Grant, Exercise
Agreement and related documents used by you in connection with such
plan;
(2) the Purchase Plan and the and related documents used by you in
connection with such plan;
(3) the Stock Option Plan and the forms of Stock Option Grant, Exercise
Agreement and related documents used by you in connection with such
plan;
(4) the Middlesoft Plan and the related stock option agreements;
(5) the stock option agreements governing the Non-Plan Options;
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(6) the Registration Statement, together with the Exhibits filed as a
part thereof;
(7) the Prospectuses prepared in connection with the Registration
Statement;
(8) the Merger Agreement;
(9) the minutes (including draft minutes) of meetings and actions by
written consent of the stockholders and Board of Directors that are
contained in your minute books in our possession;
(10) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual
representations;
(11) your registration statement on Form 8-A (File Number 00022688) filed
with the Commission on October 22, 1993, as amended on Form 8-A/A
filed with the Commission on October 5, 1999; and
(12) a verification letter from your transfer agent dated August 15, 2000
verifying the number of your issued and outstanding shares of capital
stock and a list of option holders respecting your capital stock that
was prepared by you and dated August 14, 2000.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents
submitted to us as originals, the conformity to originals and completeness of
all documents submitted to us as copies, the legal capacity of all persons or
entities executing the same, the lack of any undisclosed termination,
modification, waiver or amendment to any document reviewed by us and the due
authorization and execution and delivery of all documents where due
authorization and execution and delivery are prerequisites to the
effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information obtained from public
officials and records included in the documents referred to above. We have
made no independent investigations or other attempts to verify the accuracy
of any of such information or to determine the existence or non-existence of
any other factual matters; HOWEVER, we are not aware of any facts that would
cause us to believe that the opinion expressed herein is not accurate.
We are admitted to practice law in the State of California, and we render
this opinion only with respect to, and express no opinion herein concerning
the application or effect of the laws of any jurisdiction other than, the
existing laws of the United States of America, of the State of California
and, with respect to the validity of corporate action and the requirements
for the issuance of stock, of the State of Delaware
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Based upon the foregoing, it is our opinion that the 5,690,351 shares of
Stock that may be issued and sold by the Company upon the exercise of (a)
stock options granted or to be granted under the Equity Plan (b) stock
options granted under the Stock Option Plan, the Assumed Plan or the Non-Plan
Options and (c) purchase rights granted or to be granted under the Purchase
Plan, when issued, sold and delivered in accordance with the applicable plan
and purchase agreements to be entered into thereunder and in the manner and
for the consideration stated in the Registration Statement and the relevant
Prospectus, 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, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto. This opinion speaks only as of its date and we assume no
obligation to update this opinion should circumstances change after the date
hereof. This opinion is intended solely for use in connection with issuance
and sale of shares in subject to the Registration Statement and is not to be
relied upon for any other purpose.
Very truly yours,
/s/ FENWICK & WEST LLP
