Exhibit 5.1
King & Spalding LLP
1l80 Peachtree Street N.E.
[LOGO OMITTED] Atlanta, Georgia 30309-3521
KING & SPALDING LLP Phone: 404/ 572-4600
Fax: 404/572-5100
www.kslaw.com
May 24, 2007
Concurrent Computer Corporation
4375 River Green Parkway
Duluth, Georgia 30096
Re: Concurrent Computer Corporation -- Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel for Concurrent Computer Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Registration Statement relates to 4,000,000 shares (the "Shares") of the
Company's common stock, par value $.01 per share, reserved for issuance pursuant
to, or upon the exercise of options (the "Options") granted under, the Company's
Amended and Restated 2001 Stock Option Plan (the "Plan").
As such counsel, we have examined and relied upon such records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to form the basis for the opinions hereinafter set forth. In all
such examinations, we have assumed the genuineness of signatures on original
documents and the conformity to such original documents of all certified,
conformed, or photographic copies submitted to us, and as to certificates of
public officials, we have assumed the same to have been properly given and to be
accurate. As to matters of fact material to this opinion, we have relied upon
statements and representations of representatives of the Company and public
officials.
For purposes of this opinion, we have assumed the following: (i) the Shares
that may be issued pursuant to the Plan or upon the exercise of Options granted
pursuant to the Plan will continue to be duly authorized on the dates of such
issuance and (ii) on the date on which any Option is exercised, such Option will
have been duly executed, issued and delivered by the Company and will constitute
the legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms subject, as to enforceability, to
applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, general equitable principles and the discretion of
courts in granting equitable remedies.
The opinions expressed herein are limited in all respects to the federal
laws of the United States of America and the laws of the State of Delaware
(which includes the Delaware General Corporation Law, applicable provisions of
the Delaware Constitution and reported judicial decisions concerning those
laws), and no opinion is expressed with respect to the laws of any other
jurisdiction or any effect which such laws may have on the opinions expressed
herein. This opinion is limited to the matters stated herein, and no opinion is
implied or may be inferred beyond the matters expressly stated herein.
Based upon the foregoing and subject to the limitations, qualifications and
assumptions set forth herein, we are of the opinion that:
(a) The Shares have been duly authorized; and
(b) When the Shares are issued pursuant to the Plan or upon exercise of
the Options granted pursuant to the Plan against payment therefore, as
the case may be, as provided in the Plan, such Shares will be validly
issued, fully paid and nonassessable.
This opinion is given as of the date hereof, and we assume no obligation to
advise you after the date hereof of facts or circumstances that come to our
attention or changes in law that occur which could affect the opinions contained
herein. This opinion is being rendered for the benefit of the Company in
connection with the matters addressed herein.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
KING & SPALDING LLP