EXHIBIT 5.1
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HALE AND DORR LLP
60 State Street
Boston, MA 02109
September 29, 1998
Shiva Corporation
28 Crosby Drive
Bedford, MA 01730
Re: 1997 Employee Stock Incentive Plan
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Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities
and Exchange Commission relating to 1,000,000 shares (the "Shares") of
Common Stock, $.01 par value per share, of Shiva Corporation, a
Massachusetts corporation (the "Company"), issuable under the Company's
1997 Employee Stock Incentive Plan (the "Plan").
We have examined the Restated Articles of Organization of the Company,
as amended, the Restated By-laws of the Company, as amended, and originals,
or copies certified to our satisfaction, of all pertinent records of the
meetings of the directors and stockholders of the Company, the Registration
Statement and such other documents relating to the Company as we have deemed
material for the purposes of this opinion.
In examination of the foregoing documents, we have assumed the genuine-
ness of all signatures and the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted
to us as certified, photostatic or facsimile copies, and the authenticity of
the originals of any such documents.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized for issuance under the Plan, and the Shares, when issued
and paid for in accordance with the terms of the Plan and at a price per
share in excess of the par value per share for such Shares, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Hale and Dorr LLP
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HALE AND DORR LLP