Exhibit 5.1
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
April 10, 2007
Avistar Communications Corporation
1875 S. Grant Street, 10th Floor
San Mateo, California 94402
Re: Registration Statement on Form S-8
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about April 10, 2007 (the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended, of 4,224,752 shares of Common Stock under your 2000 Stock Option Plan and 525,000 shares of Common Stock under your 2000 Director Option Plan, as amended. Such shares of Common Stock are referred to herein as the “Shares”, and such plans are referred to herein as the “Plans.” As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plans.
It is our opinion that, when issued and sold in the manner described in the Plans and pursuant to the agreements which accompany each grant under the Plans, the Shares will be legally and validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.
| Very truly yours, |
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| WILSON SONSINI GOODRICH & ROSATI |
| Professional Corporation |
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| /s/ Wilson Sonsini Goodrich & Rosati | |
