Exhibit 5.1
PILLSBURY WINTHROP SHAW PITTMAN LLP
2550 Hanover St
Palo Alto, CA 94304
February 3, 2021
Quantum Corporation
224 Airport Parkway Suite 550
San Jose, California 95110
Ladies and Gentlemen:
We are acting as counsel for Quantum Corporation, a Delaware corporation (the Company), in connection with the issuance and sale of up to 15,109,489 shares (the Shares) of common stock, par value $0.01 per share (the Common Stock), of the Company, all of which are authorized but heretofore unissued shares to be offered and sold by the Company (including 1,970,803 Shares subject to the underwriters over-allotment option), pursuant to the Registration Statement on Form S-3 (Registration No. 333-250976) (the Registration Statement), filed by the Company with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933 (the Act), and related prospectus, dated December 9, 2020, as supplemented by the prospectus supplement dated February 3, 2021 relating to the offer and sale of the Shares (as so supplemented, the Prospectus).
We have reviewed and are familiar with such documents, corporate proceedings and other matters as we have considered relevant or necessary as a basis for the opinions expressed in this letter. On the basis of the foregoing and subject to the other qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued and sold by the Company in the manner described in the Registration Statement and the Prospectus and in accordance with the resolutions adopted by the Board of Directors of the Company, will be validly issued, fully paid and nonassessable.
The opinions set forth in this letter are limited to the General Corporation Law of the State of Delaware, as in effect on the date hereof.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Companys Current Report on Form 8-K filed by the Company with the Commission on the date hereof and the incorporation thereof in the Registration Statement and to the use of our name under the caption Legal Matters in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Pillsbury Winthrop Shaw Pittman LLP