EX-5.1 3 d57412exv5w1.htm OPINION OF JANET B. WRIGHT, ESQ., DIRECTOR - CORPORATE LEGAL OF DELL INC. exv5w1
EXHIBIT 5.1
[DELL LETTERHEAD]
June 5, 2008
Dell Inc.
One Corporate Way
Round Rock, TX 78682
Re:   Dell Inc. Rescission Offer — Registration of 10,083,621 Shares of Common Stock
Ladies and Gentlemen:
          As Director — Corporate Legal of Dell Inc. (the “Corporation”), I am rendering this opinion in connection with the Corporation’s offer to rescind (the “Rescission Offer”) purchases of 1,852,486 units including 10,083,621 unregistered shares of common stock, par value $0.01 per share (the “Shares”), purchased through the Dell Inc. 401(k) Plan during the period of March 31, 2006 through April 3, 2007. The Corporation has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 with respect to the Rescission Offer (the “Registration Statement”) under the Securities Act of 1933, as amended (“Securities Act”).
          In rendering this opinion, I have examined such corporate records and other documents, and I have reviewed such matters of law as I have deemed necessary or appropriate to enable me to render the opinion expressed below.
          Based upon the foregoing, I am of the opinion that the Shares were, at the time of issuance by the Corporation, validly issued, fully paid and non-assessable.
          I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and the reference to me under the caption “Legal Matters” in the Registration Statement. In giving such consent, I do not admit that I am within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.
          The opinion expressed above is limited to the laws of the State of Texas, the Delaware General Corporation Law and the federal laws of the United States of America. I am not admitted to the practice of law in the State of Delaware.
         
  Very truly yours,
 
 
  /s/ Janet B. Wright    
     
  Janet B. Wright
Director — Corporate Legal