EXHIBIT 5.01
July 6, 1999
Digital Link Corporation
217 Humboldt Court
Sunnyvale, CA 94089-1300
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by you with the Securities and
Exchange Commission (the "Commission") on or about July 6, 1999 in connection
with the registration under the Securities Act of 1933, as amended, of an
aggregate of 300,000 shares of your Common Stock (the "Stock"), subject to
issuance by you upon the exercise of purchase rights granted or to be granted
under your 1993 Employee Stock Purchase Plan, as amended (the "Purchase Plan").
In rendering this opinion, we have examined the following:
(1) your registration statement on Form 8-A (File Number 0-23110)
filed with the Commission on or about December 20, 1993,
together with the order of effectiveness issued by the
Commission therefor on January 31, 1994;
(2) the Registration Statement, together with the Exhibits filed
as a part thereof, including those that are incorporated by
reference therein;
(3) the Prospectus prepared in connection with the Registration
Statement;
(4) the minutes of meetings and actions by written consent of the
shareholders and Board of Directors that are contained in your
minute books that are in our possession that relate to the
300,000 shares under the Purchase Plan that are being
registered under the Registration Statement;
(5) the stock records that you have provided to us consisting of a
certificate from your transfer agent of even date herewith
verifying the number of your issued and outstanding shares of
capital stock as of the date hereof and a certificate from you
of even date herewith verifying the number of options and
warrants respecting your capital and of any rights to purchase
capital stock;
(6) the Nasdaq National Market Notification Form for Listing of
Additional Shares filed with the Nasdaq Stock Market with
respect to the Stock; and
(7) a Management Certificate addressed to us and dated of even
date herewith executed by the Company containing certain
factual and other representations.
Digital Link Corporation
July 6, 1999
Page 2
We have also confirmed the continued effectiveness of your registration
under the Securities Exchange Act of 1934, as amended, by telephone call to the
offices of the Commission.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all natural persons
executing the same, the lack of any undisclosed termination, modification,
waiver or amendment to any document reviewed by us and the due authorization,
execution and delivery of all documents where due authorization, execution and
delivery are prerequisites to the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information referred to above. We have
made no independent investigation or other attempt to verify the accuracy of any
of such information or to determine the existence or non-existence of any other
factual matters; however, we are not aware of any facts that would cause us to
believe that the opinion expressed herein is not accurate.
We are admitted to practice law in the State of California, and we
express no opinion herein with respect to the application or effect of the laws
of any jurisdiction other than the existing laws of the United States of America
and the State of California.
Based upon the foregoing, it is our opinion that the 300,000 shares of
Stock that may be issued and sold by you upon the exercise of purchase rights
granted or to be granted under the Purchase Plan, when issued and sold in
accordance with the applicable plan and purchase agreements to be entered into
thereunder, and in the manner referred to in the relevant Prospectus associated
with the Registration Statement, will be validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
This opinion speaks only as of its date and we assume no obligation to
update this opinion should circumstances change after the date hereof. This
opinion is intended solely for the your use as an exhibit to the Registration
Statement for the purpose of the above sale of the Stock and is not to be relied
upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
By: /s/ Eileen Duffy Robinett