EXHIBIT 5.1
------------------------------------------------------------------------------
------------------------------------------------------------------------------
ODS NETWORKS, INC.
EXHIBIT 5.1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------------------------------------------------
------------------------------------------------------------------------------
EXHIBIT 5.1
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
A PROFESSIONAL CORPORATION
ATTORNEYS AND COUNSELORS
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
FAX (▇▇▇) ▇▇▇-▇▇▇▇
December 22, 1997
ODS Networks, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Re: ODS NETWORKS, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN;
REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have acted as counsel for ODS Networks, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of an aggregate of 500,000 shares (the
"Shares") of the common stock, $.01 par value per share (the "Common Stock"),
of the Company under the Company's 1997 Employee Stock Purchase Plan (the
"Plan") for eligible employees of the Company. A registration statement on
Form S-8 (the "Registration Statement") covering the issuance and sale of the
Shares from time to time upon exercise of stock options pursuant to the Plan
has this date been filed under the Act with the Securities and Exchange
Commission (the "Commission").
In reaching the conclusions expressed in this opinion, we have examined
executed copies of the Registration Statement and all exhibits thereto. We
have also examined and relied upon the original, or copies certified to our
satisfaction, of (i) the Certificate of Incorporation, as amended, and the
Bylaws of the Company, (ii) minutes and records of the corporate proceedings
of the Company with respect to the issuance of the Shares and related matters,
(iii) the Plan, and (iv) such other agreements and instruments relating to the
Company as we have deemed necessary or appropriate for purposes of the
opinions hereinafter expressed. In rendering such opinions, we have made such
further investigation and inquiries relevant to the transactions contemplated
by the Registration Statement as we have deemed necessary to the opinions
expressed herein and have relied, to the extent we deemed reasonable, on
certificates and certain other information provided to us by officers of the
Company, and public officials as to matters of fact of which the maker of each
such certificate or the person providing such other information had knowledge.
Furthermore, in rendering such opinions, we have assumed that the signatures
on all documents examined by us are genuine, that all documents and corporate
record books submitted to us as originals are accurate and complete, and that
all documents submitted to us as copies are true, correct and complete copies
of the originals thereof.
In issuing the opinions hereinafter expressed, we do not purport to be
experts in the laws of any jurisdiction other than the States of Texas and
Delaware and the United States of America.
ODS Networks, Inc.
December 22, 1997
Page 2
Based solely upon the foregoing, and limited in all respects as
aforesaid, WE ARE OF THE OPINION that:
(6) The Company has been duly incorporated and is validly existing
under the laws of the State of Delaware.
(7) The Shares of Common Stock of the Company registered pursuant to
the Registration Statement have been duly and validly authorized
by the Company, and when sold, issued and delivered in the manner
and for the consideration described in the Plan, will be validly
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In granting this consent, we do not thereby admit
that we come within the category of persons whose consent is required pursuant
to Section 7 of the Act or the rules or regulations of the Commission
thereunder.
Respectfully submitted,
▇▇▇▇▇▇▇▇ & KNIGHT, P.C.
A Professional Corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
------------------------------
▇▇▇▇ ▇▇▇▇▇▇, Attorney
BW/ogk
