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EXHIBIT 5.1
July 17, 2000
FVC.COM, Inc.
3393 Octavius Drive
Santa Clara, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by FVC.COM, Inc. (the "Company") of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 2,100,000 shares of the Company's
Common Stock, $.001 par value (the "Shares"), pursuant to the Company's 1997
Non-Employee Directors' Stock Option Plan, 1997 Equity Incentive Plan, and
1999 Equity Incentive Plan (collectively, the "Plans").
In connection with this opinion, we have examined the Registration Statement
and related Prospectus, the Company's Certificate of Incorporation and
Bylaws, as amended, and such other documents, records, certificates,
memoranda and other instruments as we deem necessary as a basis for this
opinion. We have assumed the genuineness and authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies thereof, and the due execution and delivery of all
documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the respective Plan
and the respective option agreements under which they are issued, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Julie M. Robinson
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Julie M. Robinson
