EX-5.1 3 doc2.txt EXHIBIT 5.1 ----------- OPINION OF KING & SPALDING -------------------------- [KING & SPALDING LETTERHEAD] February 13, 2002 Concurrent Computer Corporation 4375 River Green Parkway Duluth, Georgia 30096 Re: Concurrent Computer Corporation -- Registration Statement on Form S-8 --------------------------------------------------------------------- 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. The Registration Statement relates to 6,824,800 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 1991 Restated Stock Option Plan (the "1991 Plan"), the Company's 2001 Stock Option Plan (the "2001 Plan"), and the Richard P. Rifenburgh Non-Qualified Stock Option Plan and Agreement (the "Rifenburgh Plan" and together with the 1991 Plan and the 2001 Plan, the "Plans"). 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. For purposes of this opinion, we have assumed the following: (i) the Shares that may be issued pursuant to, or upon the exercise of Options granted under, the Plans 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. This opinion is limited in all respects to the corporate 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 are duly authorized; and (b) When the Shares are issued pursuant to the Plans, or issued upon the exercise of Options granted under the Plans, 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 letter is being rendered solely for the benefit of Concurrent Computer Corporation in connection with the matters addressed herein. This opinion may not be furnished to or relied upon by any person or entity for any purpose without our prior written consent. We consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, KING & SPALDING