EX-5.1 3 a73473orex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 STRADLING YOCCA CARLSON & RAUTH Professional Corporation Attorneys at Law 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 September 25, 2001 QLogic Corporation 26600 Laguna Hills Drive Aliso Viejo, California 92526 RE: Registration Statement on Form S-8 Ladies and Gentlemen: At your request, we have examined the form of Registration Statement on Form S-8 (the "Registration Statement") being filed by QLogic Corporation, a Delaware corporation (the "Company"), with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 11,000,000 shares of the Company's common stock, $0.001 par value ("Common Stock"), issuable under the Company's Stock Awards Plan, as amended, and an additional 400,000 shares of the Company's Common Stock, issuable under the Company's Non-Employee Director Stock Option Plan (collectively, the "Plans"). We have examined the proceedings heretofore taken and are familiar with the additional proceedings proposed to be taken by the Company in connection with the authorization, issuance and sale of the securities referred to above. Based on the foregoing, it is our opinion that the 11,400,000 shares of Common Stock, when issued under the Plans and against full payment therefor in accordance with the respective terms and conditions of the Plans, 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. Very truly yours, STRADLING YOCCA CARLSON & RAUTH /S/ STRADLING YOCCA CARLSON & RAUTH