November 7, 2014
Quantum Corporation
224
Airport Parkway
San Jose, California 95110
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Quantum Corporation, a Delaware corporation (the Company or you) and have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about November 7, 2014 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 11,300,000 shares of Quantum CorporationQTM Common Stock, par value $0.01 per share (the Shares) reserved for issuance under the Quantum Corporation 2012 Long-Term Incentive Plan, as amended and restated on September 9, 2014 (the 2012 Plan) and the Quantum Corporation Employee Stock Purchase Plan, as amended and restated on September 9, 2014 (the ESPP, and together with the 2012 Plan, the Plans).
As your legal counsel, we have examined the instruments, documents and records that we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures (b) the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed; (d) that the 2012 Plan is governed by the laws of the State of Delaware (excluding conflict of law principles); and (e) that the ESPP is governed by the laws of the State of California (excluding conflict of law principles).
Based on such examination, it is our opinion that, when issued and sold in the manner referred to in the Plans, the Shares will be legally and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever it appears in the Registration Statement. In giving such consent, we do not consider that we are experts within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
Very truly yours, |
/s/ Wilson Sonsini
Goodrich & Rosati WILSON SONSINI GOODRICH & ROSATI Professional Corporation |