Digitalconvergence Com Inc – IPO: ‘S-1/A’ on 11/13/00 – EX-5.1

On:  Monday, 11/13/00, at 5:27pm ET   ·   Accession #:  912057-0-49281   ·   File #:  333-35906

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement    164    762K 
                          (General Form)                                         
 2: EX-2.1-4    Plan of Acquisition, Reorganization, Arrangement,      3     12K 
                          Liquidation or Succession                              
 3: EX-4.10     Instrument Defining the Rights of Security Holders    14     63K 
 4: EX-5.1      Opinion re: Legality                                   2     13K 
 5: EX-10.26    Material Contract                                     29     88K 
 6: EX-23.1     Consent of Experts or Counsel                          1      6K 
 7: EX-27.1     Financial Data Schedule (Pre-XBRL)                     2      9K 

EX-5.1   —   Opinion re: Legality

EX-5.1
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[VINSON & ELKINS LETTERHEAD]    

VINSON & ELKINS L.L.P.    
3700 TRAMMELL CROW CENTER   
2001 ROSS AVENUE    
DALLAS, TEXAS  75201-2975   
TELEPHONE (214) 220-7700    
FAX (214) 220-7716    

November 13, 2000     

Digital:Convergence Corporation                                                 
9101 N. Central Expressway                                                      
6th Floor                                                                       
Dallas, Texas  75231                                                            

Ladies and Gentlemen:                                                           

We have acted as counsel for Digital:Convergence Corporation, a 
Delaware corporation (the "Company"), in connection with the preparation of a   
Registration Statement on Form S-1 (as it may hereafter be amended, the         
"Registration Statement"), which has been filed by the Company with the         
Securities and Exchange Commission for the purpose of registering under the     
Securities Act of 1933 (the "1933 Act") and the rules and regulations           
thereunder the sale of up to 11,500,000 shares (the "Shares") of the Company's  
common stock, $.01 par value per share.  The Shares will be offered and sold    
pursuant to an underwriting agreement (the "Underwriting Agreement") to be      
entered into between the Company, Merrill Lynch & Co., ING Barings, Banc of     
America Securities LLC and Bear, Stearns & Co. Inc. and an international        
purchase agreement (the "International Purchase Agreement") to be entered into  
between the Company, Merrill Lynch International, ING Barings Limited, Bank of  
America International Limited and Bear, Stearns International Limited.          

We are rendering this opinion as of the time the Registration   
Statement becomes effective in accordance with Section 8(a) of the 1933 Act.    

      In connection with this opinion, we have assumed that the Registration
Statement will have become effective and the Shares will be issued and sold in  
compliance with applicable federal and state securities laws and in the manner  
described in the Registration Statement and the applicable prospectus.          

Before rendering the opinion hereinafter set forth, we examined,
among other things, the proposed form of Underwriting Agreement, the proposed   
form of International Purchase Agreement, the Registration Statement, the       
Company's Second Amended and Restated Certificate of Incorporation, the         
Company's Amended and Restated Bylaws, resolutions of the Company's Board of    
Directors, and originals or photostatic or certified copies of all those        
corporate records of the Company and of all those agreements, communications    
and other instruments, certificates of public officials, certificates of        
corporate officials and such other documents as we have deemed relevant and     
necessary as a basis for the opinion hereinafter set forth.  As to factual      
matters, with respect to information which is in the possession of the          

EX-5.1
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Digital:Convergence Corporation                                                 
Page 2                                                                          
November 13, 2000                                                               

Company relevant to the opinion herein stated, we have relied without           
investigation, to the extent we deem such reliance proper, upon certificates    
or representations made by its duly authorized representative.                  

Based upon the assumptions, and subject to the exceptions and   
qualifications set forth herein, we are of the opinion that, when the Shares    
have been issued and delivered in accordance with the terms of the              
Underwriting Agreement and the International Purchase Agreement (including the  
receipt by the Company of the consideration for the Shares described therein),  
the Shares will be validly issued, fully paid and non-assessable.               

    The opinion expressed above is subject to the following assumptions,
exceptions and qualifications:                                                  

(a)  We have assumed that (i) all information contained in all  
documents reviewed by us is true and correct, (ii) all signatures on all        
documents reviewed by us are genuine, (iii) all documents submitted to us as    
originals are true and complete, (iv) all documents submitted to us as copies   
are true and complete copies of the originals thereof, (v) each natural person  
signing any document reviewed by us had the legal capacity to do so, (vi) each  
natural person signing in a representative capacity any document reviewed by    
us had authority to sign in such capacity, and (vii) the laws of any            
jurisdiction other than Texas that govern any of the documents reviewed by us   
(other than the Company's Second Amended and Restated Certificate of            
Incorporation and Amended and Restated Bylaws) do not modify the terms that     
appear in any such document.                                                    

   (b)  The opinion expressed in this letter is limited to the laws of
the State of Texas, the General Corporation Law of the State of Delaware and    
the federal laws of the United States of America.                               

    We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement and the references to us under the heading        
"Legal Matters" in the prospectus that forms a part of the Registration         
Statement.  In giving this consent, we do not hereby admit that we are within   
the category of persons whose consent is required under Section 7 of the 1933   
Act and the rules and regulations of the Securities and Exchange Commission     
promulgated thereunder.                                                         

  We express no opinion as to any matter other than as expressly set
forth above, and no opinion, other than the opinion given herein, is to or may  
be inferred or implied herefrom.  We undertake no, and hereby disclaim any,     
obligation to advise the Company or anyone else of any change in any matter     
set forth herein.                                                               

                 Very truly yours,

                           /s/  Vinson & Elkins L.L.P.

Dates Referenced Herein

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		11/13/00		1		2			None on these Dates
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