Exhibit 5.1
| 135 Commonwealth Drive | |||
| Menlo Park, California 94025 | |||
| Tel: (650) 328-4600 Fax: (650) 463-2600 | |||
| www.lw.com | |||
 | FIRM / AFFILIATE OFFICES | ||
| Boston | New York | ||
| Brussels | Northern Virginia | ||
| Chicago | Orange County | ||
| Frankfurt | Paris | ||
| Hamburg | San Diego | ||
| June 2, 2005 | Hong Kong | San Francisco | |
| London | Shanghai | ||
| Los Angeles | Silicon Valley | ||
| Milan | Singapore | ||
| Moscow | Tokyo | ||
| Network Appliance, Inc. | New Jersey | Washington, D.C. | |
| 495 East Java Drive | |||
| Sunnyvale, California 94089 | File No. 031492-0002 | ||
Re:Registration Statement on Form S-8; 121,446 Shares of Common Stock
Ladies and Gentlemen:
In connection with the registration by Network Appliance, Inc., a Delaware corporation (the “Company”), of 121,446 shares of common stock, par value $0.001 per share (the “Shares”), of the Company to be issued pursuant to the Alacritus, Inc. 2005 Stock Plan (the “Plan”), under the Securities Act of 1933, as amended, on Form S-8 filed with the Securities and Exchange Commission on June 2, 2005 (the “Registration Statement”), you have requested our opinion set forth below.
In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares. In addition, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.
We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of any other laws.
Subject to the foregoing, it is our opinion that as of the date hereof the Shares have been duly authorized by all necessary corporate action of the Company, and, upon issuance, delivery and payment therefor in the manner contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration Statement.
| Very truly yours, | ||
| /s/ Latham & Watkins LLP |