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EXHIBIT 5
November 15, 2000
Cyberguard Corporation
2000 W. Commercial Boulevard, Suite 200
Fort Lauderdale, FL 33301
Re: Cyberguard Corporation - Registration Statement on Form S-8
You have requested our opinion in connection with the above-referenced
Registration Statement (the "Registration Statement"), in connection with the
registration for sale of up to 2,500,000 shares (the "Shares") of the common
stock, $.01 par value per share, of the Company (the "Common Stock"), which may
be issued by the Company to certain of its employees under the Company's 2000
Employee Stock Purchase Plan (the "Plan").
We have reviewed copies of the Articles of Incorporation and Bylaws of
the Company, as amended or restated, and have examined such corporate documents
and records and other certificates, and have made such investigations of law, as
we have deemed necessary in order to render the opinion hereinafter set forth.
In rendering this opinion, we have undertaken no independent review of
the operations of the Company. Instead, we have relied solely upon the documents
described above. In examining such documents, we have assumed, without
independent investigation: (i) the authenticity of all documents submitted to us
as originals; (ii) the conformity to original documents of all documents
submitted to us as certified or photostat copies; (iii) the authenticity of the
originals of such latter documents; (iv) that all factual information supplied
to us is accurate, true and complete; (v) the genuineness of all signatures; and
(vi) the due authorization by the Board of Directors of the Company for the
issuance of 2,500,000 shares of Common Stock in accordance with the Plan. In
addition, as to questions of fact material to the opinions expressed herein, we
have relied upon the accuracy of all representations and warranties as to
factual matters contained in any of the documents submitted to us for purposes
of rendering the opinion. We express no opinion as to federal securities laws or
the "blue sky" laws of any state or jurisdiction.
Based upon and subject to the foregoing and assuming no change in
relevant facts, we are of the opinion that the Shares are duly authorized, and
upon issuance of the Shares in accordance with the Plan and for the
consideration set forth in the Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
HOLLAND & KNIGHT LLP
(signed)
