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Exhibit 5.1
June 23, 2000
Concord Communications, Inc.
600 Nickerson Road
Marlboro, Massachusetts 01752
Re: Registration Statement on Form S-8 Relating to Concord
Communications, Inc.'s 1997 Stock Plan, as amended (referred
to as the "1997 Stock Plan") and 1997 Non-Employee Director
Stock Option Plan, as amended (referred to as the "1997
Non-Employee Director Plan" and collectively with the 1997
Stock Plan as the "Plans")
Dear Sir or Madam:
Reference is made to the above-captioned Registration Statement on Form
S-8 (the "Registration Statement") filed by Concord Communications, Inc. (the
"Company") on the date hereof with the Securities and Exchange Commission under
the Securities Act of 1933 relating to 750,000 additional shares of Common
Stock, par value $.01 per share, of the Company ("Common Stock") issuable
pursuant to the 1997 Stock Plan (for an aggregate of 3,250,000 shares of Common
Stock issuable pursuant to the 1997 Stock Plan) and 35,000 additional shares of
Common Stock issuable pursuant to the 1997 Non-Employee Director Plan
(for an aggregate of 130,000 shares of Common Stock issuable pursuant to the
1997 Non-Employee Director Plan), for an aggregate of 785,000 shares (the
"Shares").
We have examined, and are familiar with, and have relied as to factual
matters solely upon, copies of the Plans, the Restated Articles of Organization
and the Restated By-Laws of the Company, the minute books and stock records of
the Company and originals of such other documents, certificates and proceedings
as we have deemed necessary for the purpose of rendering this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the Plans and the terms of any agreement relating to any of the options granted
thereunder, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
