WILSON SONSINI GOODRICH & ROSATI
650 Page Mill Road
Palo Alto, California 94304-1050
Telephone 415-493-9300 Facsimile 415-493-6811
EXHIBIT 5.1
December 9, 1996
MagiNet Corporation
405 Tasman Drive
Sunnyvale, CA 94089
Re: Registration Statement of Form S-1
Ladies and Gentlemen:
We have examined Amendment No. 3 to the Registration Statement on Form S-1
(File No. 333-12185) to be filed by you with the Securities and Exchange
Commission on December 9, 1996 (the "Registration Statement") in connection with
the registration under the Securities Act of 1933, as amended, of 6,325,000
shares (including the underwriters' over-allotment option) of Common Stock of
Maginet Corporation (the "Shares). As your counsel in connection with this
transaction, we have examined the proceedings proposed to be taken in connection
with the sale and issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states, where required, the Shares, when issued and sold in the
manner referred to in the Registration Statement, will be legally and 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 the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof
and any amendment thereto.
Very truly yours
WILSON SONSINI GOODRICH & ROSATI
/s/ Wilson Sonsini Goodrich & Rosati
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