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EXHIBIT 5
February 9, 2001
MICROTEST, INC.
0000 Xxxxx 00xx Xxxxxx
Xxxxxxx, XX 00000
Re: Non-Qualified Stock Option Agreements between Microtest, Inc.
(the "Company") and certain Microtest, Inc. employees and
directors
Ladies and Gentlemen:
We have acted as counsel to the Company in connection with its
Registration Statement on Form S-8 (the "Registration Statement"), filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to the registration of up to 98,200 of the Company's
Common Stock, $.001 par value (the "Shares") issuable pursuant to options
granted in connection with the above-referenced agreements. It is our opinion
that:
1. The Company has been duly organized and is validly existing as
a corporation under the laws of the State of Delaware.
2. The Shares, when issued and sold in accordance with the terms
of each agreement, will be validly issued, fully paid, and
non-assessable.
In rendering this opinion, we have reviewed and relied upon such
documents and records of the Company as we have deemed necessary and have
assumed the following:
(i) the genuineness of all signatures and the
authenticity of documents submitted to us as originals, and the conformity to
originals of all documents submitted to us as copies;
(ii) the accuracy, completeness, and genuineness of all
representations and certifications with respect to factual matters, made to us
by officers of the Company and public officials; and
(iii) the accuracy and completeness of Company records.
The opinions expressed herein are limited solely to the laws of the
State of Delaware. We express no opinion on the laws of any other jurisdiction
or the applicability or effect of any such laws or principles.
The opinions expressed herein are based upon the law and other matters
in effect on the date hereof, and we assume no obligation to revise or
supplement this opinion should such law
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be changed by legislative action, judicial decision, or otherwise, or should any
facts or other matters upon which we have relied be changed.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
XXXXX & XXXXXX L.L.P.
/s/ Xxxxx & Xxxxxx L.L.P.
