Exhibit 5.1
May 4, 1999
VTEL Corporation
108 Wild Basin Road
Austin, Texas 78746
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to VTEL Corporation, a Delaware corporation
(the "Corporation"), in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission on May 4, 1999, under the Securities Act
of 1933, as amended (the "Securities Act"), relating to 1,000,000 shares of the
$.01 par value common stock (the "Common Stock") of the Corporation that may be
offered through the VTEL Corporation 1998 Restricted Stock Plan (the "Plan").
You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering. In connection therewith, we have
examined and relied upon the original, or copies identified to our satisfaction,
of (1) the Certificate of Incorporation and the Bylaws of the Corporation, as
amended; (2) minutes and records of the corporate proceedings of the Corporation
with respect to the establishment of the Plan, the reservation of 1,000,000
shares of Common Stock to be issued under the Plan and to which the Registration
Statement relates, the issuance of shares of Common Stock pursuant to the Plan
and related matters; (3) the Registration Statement and exhibits thereto,
including the Plan; and (4) such other documents and instruments as we have
deemed necessary for the expression of the opinions herein contained. In making
the foregoing examinations, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
and as to the content and form of the Certificate of Incorporation, the Bylaws,
minutes, records, resolutions and other documents or writings of the
Corporation, we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the Corporation and
upon documents, records and instruments furnished to us by the Corporation,
without independent check or verification of their accuracy.
VTEL Corporation
May 4, 1999
Based upon our examination and consideration of, and reliance on, the
documents and other matters described above, we are of the opinion that the
Corporation presently has available at least 1,000,000 shares of authorized but
unissued shares of Common Stock and/or treasury shares of Common Stock. From
these shares of Common Stock, the shares of Common Stock proposed to be sold
through the Plan may be issued. Assuming that: (i) shares to be sold in the
future through the Plan are all in accordance with the terms of the Plan, (ii)
the shares of Common Stock to be issued in the future are duly issued in
accordance with the terms of the Plan, (iii) the Corporation maintains an
adequate number of authorized but unissued shares and/or treasury shares of
Common Stock available for issuance to those persons who purchase shares through
the Plan, and (iv) the consideration for shares of Common Stock issued pursuant
to the Plan is actually received by the Corporation as provided in the Plan and
exceeds the par value of such shares, then the shares of Common Stock issued in
accordance with the terms of the Plan or sold through and in accordance with the
terms of the Plan will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By: /s/ L. Steven Leshin
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L. Steven Leshin