EXHIBIT 5


                                  May 16, 2001

Legato Systems, Inc.
2350 West El Camino Real
Mountain View, CA 94040

          Re:  Legato Systems, Inc. Registration Statement on Form S-8 for an
               Aggregate Offering of 3,000,000 shares of common stock.

Ladies and Gentlemen:

          We have acted as counsel to Legato Systems, Inc., a Delaware
corporation (the "Company") in connection with the registration on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, of
3,000,000 shares of common stock (the "Shares") for issuance under the 2001
Employee Stock Purchase Plan and 2001 International Stock Purchase Plan
(collectively, the "Plans").

          This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

          We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment of the
Plans.  Based on such review, we are of the opinion that, if, as and when the
Shares have been issued and sold (and the consideration therefor received)
pursuant to  duly authorized stock purchase agreements under the Plans and in
accordance with the Registration Statement, such Shares will be duly authorized,
legally issued, fully paid and nonassessable.

          We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement.

          This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein.  Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plans or the Shares.

                                          Very truly yours,

                                          BROBECK, PHLEGER & HARRISON LLP