<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF SHAW PITTMAN]
October 12, 2000
Video Network Communications, Inc.
50 International Drive
Portsmouth, New Hampshire 03801
Ladies and Gentlemen:
We have acted as counsel to Video Network Communications, Inc., a
Delaware corporation (the "Company"), in connection with a Registration
Statement on Form S-3 (the "Registration Statement") which is being filed by the
Company with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement registers for resale from time to time by certain selling stockholders
(the "Selling Stockholders"): (i) 1,760,000 shares of the Company's common
stock, par value $0.01 per share (the "Common Stock"); (ii) redeemable publicly
traded warrants to purchase 1,760,000 shares of Common Stock at an initial
exercise price of $4.00 per share (the "Public Warrants"); and (iii) the
1,760,000 shares of Common Stock underlying the Public Warrants (the "Warrant
Shares"). The Registration Statement also registers for issuance and sale by the
Company: (i) the Warrant Shares; (ii) 264,000 shares of Common Stock included as
part of units, with each such unit consisting of one share of Common Stock and
one Public Warrant, which units may be issued upon exercise of a purchase option
(the "Purchase Option") issued to the placement agent of the private placement
completed by the Company in August 2000 as partial compensation for its services
(the "Placement Agent Shares"); (iii) Public Warrants to purchase 264,000 shares
of Common Stock included as part of the units issuable upon exercise of the
Purchase Option (the "Placement Agent Warrants"); and (iv) the 264,000 shares of
Common Stock underlying the Placement Agent Warrants (the "Placement Agent
Warrant Shares" and, together with the Placement Agent Shares, and the Placement
Agent Warrants, the "Placement Agent Securities").
For purposes of this opinion, we have examined copies of the following
documents:
1. The Registration Statement;
2. The Certificate of Incorporation of the Company, as amended,
restated or supplemented, as of the date hereof;
3. The Bylaws of the Company, as amended, restated or supplemented, as
of the date hereof;
4. The form of the Public Warrant;
5. The resolutions of the Board of Directors of the Company dated
July 2, 2000, July 26, 2000 and August 21, 2000;
6. A certificate of the Secretary of the Company dated August 25,
2000;
7. The Purchase Option; and
8. Such other documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary for
the purposes of rendering this opinion.
In our examination of the aforesaid documents, we have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
completeness and authenticity of all documents submitted to us as originals, and
the conformity to original documents of all documents submitted to us as
certified, telecopied, photostatic or reproduced copies.
In connection with the opinions expressed below, we have assumed that,
at and prior to the time of the sale and delivery of the Common Stock, Public
Warrants, Warrant Shares and Placement Agent Securities (collectively,
"Securities") to be sold pursuant to the Registration Statement, (i) the
resolutions of the Board of Directors authorizing the offering and sale of the
Securities have not have been amended, modified or rescinded, (ii) the
Registration Statement has been declared effective and no stop order suspending
the effectiveness of the Registration Statement has been issued and no
proceedings with respect thereto have been commenced or threatened, and (iii)
there has not occurred any change in law materially adversely affecting the
power of the Company to offer and sell the Securities or the validity of the
Securities. We have also assumed that the offering, sale and delivery of the
Securities will not at the time of such offering and sale violate or conflict
with (1) the Certificate of Incorporation, as then amended, restated and
supplemented, and the Bylaws, as then amended, restated and supplemented, of the
Company, (2) any provision of any license, indenture, instrument, mortgage,
contract, document or agreement to which the Company is a party or by which the
Company is then bound, or (3) any law or regulation or any decree, judgment or
order applicable to the Company. We have further assumed that the number of
Securities to be offered and sold pursuant to the Registration Statement will
not at the time of such offering and sale exceed the amount of such class of
capital shares authorized in the Certificate of Incorporation, as then amended,
restated or supplemented, and unissued at such time.
Based on the foregoing, we are of the opinion that:
<PAGE> 2
1. The shares of Common Stock and the Public Warrants to be offered
and resold by the Selling Stockholders pursuant to the
Registration Statement have been duly authorized, were validly
issued and are fully paid and non-assessable.
2. The Warrant Shares to be issued by the Company upon exercise of
the Public Warrants have been duly authorized and, upon issuance
by the Company in accordance with the terms of the Public
Warrants and assuming the receipt by the Company of the aggregate
exercise price of such Public Warrants, will be validly issued,
fully paid and non-assessable.
3. The Placement Agent Securities to be issued by the Company
pursuant to the Purchase Option have been duly authorized and,
upon issuance by the Company in accordance with the terms of the
Purchase Option and assuming the receipt by the Company of the
aggregate consideration required to be paid pursuant to the
Purchase Option, will be validly issued, fully paid and
non-assessable.
We hereby consent to your filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus included therein, without thereby admitting that we
are "experts" under the Securities Act or the rules and regulations of the
Commission thereunder for the purposes of any part of the Registration
Statement.
Very truly yours,
/s/ Shaw Pittman
------------------------------
SHAW PITTMAN
