EXHIBIT 5.1

                                                                  April 14, 2003

Board of Directors
Comdial Corporation
106 Cattlemen Road
Sarasota, Florida  34232

Gentlemen:

         At your request, we have examined the Registration Statement on Form
S-1 (No. 333-103182), as amended, filed by Comdial Corporation (the "Company")
with the Securities and Exchange Commission (the "Registration Statement") in
connection with the registration under the Securities Act of 1933, as amended,
of 9,048,439 shares (the "Shares") of the common stock, par value $.01 per
share, of the Company on behalf of various selling stockholders of the Company,
as identified in greater detail in the Registration Statement. In our capacity
as the Company's counsel, we are familiar with the proceedings taken and
proposed to be taken by the Company in connection with the authorization,
issuance, and sale of the Shares.

         It is our opinion that the Shares have been duly authorized and, when
sold by the respective selling stockholders, 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 all references to us in the Registration
Statement, including the prospectus constituting a part thereof, and any
amendments thereto.

                                               Very truly yours,



                                               GREENBERG TRAURIG, LLP