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Exhibit 5.1
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HALE AND DORR
Counsellors at Law
60 State Street
Boston, Massachusetts 02109
August 28, 1996
Shiva Corporation
28 Crosby Drive
Bedford, Massachusetts 01730
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-3 (the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 691,587 shares (the "Shares") of Common Stock, $.01 par
value per share, of Shiva Corporation, a Massachusetts corporation ("Shiva"),
issued to the former stockholders of AirSoft, Inc. ("AirSoft") pursuant to the
Agreement and Plan of Merger dated as of June 16, 1996 by and among Shiva, SV
Acquisition Corp. and AirSoft.
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 genuineness
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 upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance, legally issued and are 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
HALE AND DORR