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Exhibit 5
GIBSON, DUNN & CRUTCHER, LLP
July 18, 2000
General Magic, Inc.
420 North Mary Avenue
Sunnyvale, CA 94086
Re: Registration Statement on Form S-8 of General Magic, Inc.
Ladies and Gentlemen:
We refer to the registration statement on Form S-8 ("Registration
Statement"), under the Securities Act of 1933, as amended (the "Securities Act")
filed by General Magic, Inc., a Delaware corporation (the "Company"), with
respect to the proposed offering by the Company of up to 2,550,000 shares (the
"Shares") of the common stock of the Company, $0.001 par value per share (the
"Common Stock"), which are subject to issuance by the Company under the General
Magic, Inc. 2000 Stock Option Plan (the "Plan").
We have examined the originals or certified copies of such corporate
records, certificates of officers of the Company and/or public officials and
such other documents and have made such other factual and legal investigations
as we have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such copies.
Based on our examination mentioned above, subject to the assumptions
stated above and relying on the statements of fact contained in the documents
that we have examined, we are of the opinion that the issuance by the Company of
the Shares has been duly authorized and when (a) the Registration Statement has
become effective under the Securities Act, and (b) the Shares are issued and
paid for in accordance with the terms of the Plan, the Shares will be duly and
validly issued, fully paid and non-assessable shares of Common Stock.
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GIBSON, DUNN & CRUTCHER LLP
General Magic, Inc.
July 18, 2000
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
