SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under
                           The Securities Act of 1933

                              LEGATO SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                          94-3077394
 (State or other jurisdiction of                             (IRS Employer
  incorporation or organization)                          Identification No.)

                                      7372
                          (Primary Standard Industrial
                          Classification Code Number)

                                3210 Porter Drive
                           Palo Alto, California 94304
               (Address of principal executive offices) (Zip Code)

                              LEGATO SYSTEMS, INC.
                    Qualix Group, Inc. 1997 Stock Option Plan
                    Qualix Group, Inc. 1995 Stock Option Plan
                       Qualix Group, Inc. 1991 Stock Plan
                            (Full title of the Plans)
                                  Louis C. Cole
                      President and Chief Executive Officer
                              LEGATO SYSTEMS, INC.
                                3210 Porter Drive
                           Palo Alto, California 94304
                     (Name and address of agent for service)

                                 (650) 812-6000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>

===================================================================================================================

                                                             Proposed Maximum    Proposed Maximum
                                             Amount to be     Offering Price        Aggregate          Amount of
  Title of Securities to be Registered      Registered(1)      per Share(2)     Offering Price(2)    Registration
                                                                                                          Fee
------------------------------------------ ------------------------------------ ------------------- ----------------


<S>                                          <C>                  <C>               <C>                 <C>   
Options to Purchase Common Stock             157,600 shares        N/A                 N/A                N/A

Common Stock, $0.0001 par value              157,600 shares       $19.19            $3,024,344          $840.77
===================================================================================================================

<FN>
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become  issuable under the 1997 Stock Option Plan,  1995
     Stock  Option  Plan and 1991  Stock  Plan by reason of any stock  dividend,
     stock split, recapitalization or other similar transaction effected without
     the receipt of consideration  which results in an increase in the number of
     the outstanding shares of Common Stock of Legato Systems, Inc.
(2)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities  Act of 1933, as amended,  on the basis of the weighted  average
     exercise price of the outstanding options.
</FN>
</TABLE>


<PAGE>




PART II
               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

     Legato Systems,  Inc. (the "Registrant")  hereby  incorporates by reference
into this Registration  Statement the following documents  previously filed with
the Securities and Exchange Commission (the "SEC"):

     (a) The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1998; and

     (b) The Registrant's  Registration  Statement No. 0-26130 on Form 8-A filed
with the SEC on May 19, 1995 pursuant to Section 12 of the  Securities  Exchange
Act of 1934, as amended (the "1934 Act"), in which there is described the terms,
rights and provisions applicable to the Registrant's outstanding Common Stock.

     All reports and definitive  proxy or information  statements filed pursuant
to  Section  13(a),  13(c),  14 or 15(d) of the 1934 Act  after the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained  herein or in any  subsequently  filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

     Section 145 of the Delaware  General  Corporation Law authorizes a court to
award  or a  corporation's  Board  of  Directors  to  grant  indemnification  to
directors   and   officers   in  terms   sufficiently   broad  to  permit   such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended (the "1933  Act").  The  Registrant's  Bylaws  provide for  mandatory
indemnification of its directors and officers and permissible indemnification of
employees  and other  agents to the maximum  extent  permitted  by the  Delaware
General   Corporation  Law.  In  addition,   the  Registrant  has  entered  into
Indemnification Agreements with each of its directors and officers.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

    Exhibit Number      Exhibit

             4          Instrument  Defining  Rights of  Stockholders.
                        Reference is made to Registrant's Registration
                        Statement  No.  0-26130 on Form 8-A,  which is
                        incorporated  herein by reference  pursuant to
                        Item 3(c) of this Registration Statement.
             5          Opinion and consent of Gunderson Dettmer Stough  
                        Villeneuve  Franklin & Hachigian, L.L.P.
           23.1         Consent of PricewaterhouseCoopers L.L.P., Independent 
                        Accountants.
           23.2         Consent of Gunderson Dettmer Stough Villeneuve Franklin 
                        & Hachigian,  L.L.P. is contained in Exhibit 5.
            24          Power of Attorney. Reference is made to page II-3 of 
                        this Registration Statement.

Item 9.  Undertakings

A. The undersigned Registrant hereby undertakes:  (1) to file, during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
Registration  Statement  (i) to  include  any  prospectus  required  by  Section
10(a)(3) of the 1933 Act, (ii) to reflect in the  prospectus any facts or events
arising after the  effective  date of this  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the information set forth in this
Registration  Statement  and (iii) to  include  any  material  information  with
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant  to Section  13 or  Section  15(d) of the 1934 Act that are
incorporated  by reference into this  Registration  Statement;  (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein and the  offering of such  securities  at that time
shall be deemed to be the initial bona fide  offering  thereof and (3) to remove
from  registration by means of a post-effective  amendment any of the securities
being  registered  which remain unsold at the  termination  of the  Registrant's
Qualix Group, Inc. 1997 Stock Option Plan, 1995 Stock Option Plan and 1991 Stock
Plan.

B.  The  undersigned   Registrant   hereby  undertakes  that,  for  purposes  of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification  for liabilities arising under the 1933 Act may be
permitted  to  directors,  officers  or  controlling  persons of the  Registrant
pursuant to the  indemnification  provisions  summarized in Item 6 or otherwise,
the  Registrant  has  been  advised  that,  in  the  opinion  of the  SEC,  such
indemnification  is against  public policy as expressed in the 1933 Act, and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8,  and has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Palo Alto,  State of California on this twenty
third day of April, 1999.


                                   LEGATO SYSTEMS, INC.


                                   By:  /s/ Louis C. Cole       
                                        Louis C. Cole
                                        President, Chief Executive Officer and 
                                        Chairman of the Board



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of Legato Systems,  Inc., a
Delaware corporation, do hereby constitute and appoint Louis C. Cole and Stephen
C. Wise, and either of them, the lawful  attorneys-in-fact  and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents,  and either one of them,  determine
may be necessary or advisable or required to enable said  corporation  to comply
with the  Securities  Act of 1933, as amended,  and any rules or  regulations or
requirements  of the Securities and Exchange  Commission in connection with this
Registration  Statement.  Without limiting the generality of the foregoing power
and authority,  the powers  granted  include the power and authority to sign the
names of the  undersigned  officers and  directors in the  capacities  indicated
below  to  this  Registration  Statement,  to  any  and  all  amendments,   both
pre-effective   and   post-effective,   and  supplements  to  this  Registration
Statement,  and to any and all  instruments or documents  filed as part of or in
conjunction  with this  Registration  Statement  or  amendments  or  supplements
thereof,  and either of the  undersigned  hereby  ratifies and confirms all that
said attorneys and agents,  or either one of them,  shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.

         IN WITNESS WHEREOF,  each of the undersigned has executed this Power of
Attorney as of the date indicated.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.

<TABLE>
               Signature                                      Title                              Date


<S>                                        <C>                                               <C>
   /s/ Louis C. Cole                       President, Chief Executive Officer                April 23 1999
   -----------------------------------
             Louis C. Cole                 and Chairman of the Board
                          (Principal Executive Officer)


   /s/ Stephen C. Wise                     Chief Financial Officer, Vice President of        April 23, 1999
   -----------------------------------     Finance and Administration and
            Stephen C. Wise                Assistant Secretary (Principal Financial
                                           and Accounting Officer)
                                           



   /s/ Eric Benhamou                       Director                                          April 23, 1999
   -----------------------------------
             Eric Benhamou





   /s/ H. Raymond Bingham                  Director                                          April 23, 1999
   -----------------------------------
          H. Raymond Bingham




   /s/ Kevin A. Fong                       Director                                          April 23, 1999
   -----------------------------------
             Kevin A. Fong




   /s/ David N. Strohm                     Director                                          April 23, 1999
   -----------------------------------
            David N. Strohm




   /s/ Phillip E. White                    Director                                          April 23, 1999
   -----------------------------------
           Phillip E. White
</TABLE>



<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933



                              LEGATO SYSTEMS, INC.



<PAGE>


                                  EXHIBIT INDEX



Exhibit Number    Exhibit

    4             Instrument Defining Rights of Stockholders.  Reference is made
                  to Registrant's Registration Statement No.0-26130 on Form 8-A,
                  which is incorporated herein by reference pursuant to Item3(c)
                  of this Registration Statement.
    5             Opinion and consent of Gunderson Dettmer Stough Villeneuve 
                  Franklin & Hachigian, L.L.P.
   23.1           Consent of PricewaterhouseCoopers L.L.P., Independent
                  Accountants
   23.2           Consent of Gunderson Dettmer Stough Villeneuve Franklin & 
                  Hachigian, L.L.P. is contained in Exhibit 5.
    24            Power of Attorney.  Reference is made to page II-3 of this 
                  Registration Statement.


<PAGE>
                             Opinion and Consent of
         Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP



                                 April 20, 1999



Legato Systems, Inc.
3210 Porter Drive
Palo Alto, CA  94304

         Re:  Legato Systems, Inc. ("Company") Registration Statement
              for Offering of  Shares of Common Stock

Ladies and Gentlemen:

     We refer to your  registration on Form S-8 (the  "Registration  Statement")
under the Securities Act of 1933, as amended,  of 157,600 shares of Common Stock
available  for issuance upon the  Company's  assumption  of the options  granted
under the Qualix  Group,  Inc. 1997 Stock Option Plan,  Qualix Group,  Inc. 1995
Stock Option Plan and Qualix Group, Inc. 1991 Stock Plan. We advise you that, in
our  opinion,  when  such  shares  have been  issued  and sold  pursuant  to the
applicable  provisions of the Qualix Group,  Inc. 1997 Stock Option Plan, Qualix
Group,  Inc. 1995 Stock Option Plan and Qualix Group,  Inc. 1991 Stock Plan, and
in  accordance  with the  Registration  Statement,  such  shares will be validly
issued, fully paid and nonassessable shares of the Company's Common Stock.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

                                Very truly yours,



                                /s/  Gunderson Dettmer Stough Villeneuve 
                                Franklin & Hachigian, L.L.P.


                                Gunderson Dettmer Stough Villeneuve Franklin &
                                Hachigian, L.L.P.







<PAGE>


                                  EXHIBIT 23.1


        Consent of PricewaterhouseCoopers L.L.P., Independent Accountants




We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8 of Legato  Systems,  Inc.,  (the  "Company")  for the  registration  of
157,600  shares,  of our reports  dated  January 18, 1999,  on our audits of the
consolidated  financial  statements  and  financial  statement  schedule  of the
Company as of December 31, 1998 and 1997,  and for the years ended  December 31,
1998,  1997, and 1996 which reports are included in the Company's  Annual Report
on form 10-K/A filed with the Securities and Exchange Commission.






/s/ PricewaterhouseCoopers  L.L.P.

San Jose, California
April 23, 1999
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 19049}]
{"company-data": {"conformed-name": "LEGATO SYSTEMS INC", "cik": "0000859360", "assigned-sic": "7372", "irs-number": "943077394", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76923", "film-number": "99600015"}, "business-address": {"street1": "3210 PORTER DR", "city": "PALO ALTO", "state": "CA", "zip": "94304", "phone": "6508126240"}, "mail-address": {"street1": "3210 PORTER DRIVE", "city": "PALO ALTO", "state": "CA", "zip": "94304"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under
                           The Securities Act of 1933

                              LEGATO SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                          94-3077394
 (State or other jurisdiction of                             (IRS Employer
  incorporation or organization)                          Identification No.)

                                      7372
                          (Primary Standard Industrial
                          Classification Code Number)

                                3210 Porter Drive
                           Palo Alto, California 94304
               (Address of principal executive offices) (Zip Code)

                              LEGATO SYSTEMS, INC.
                    Qualix Group, Inc. 1997 Stock Option Plan
                    Qualix Group, Inc. 1995 Stock Option Plan
                       Qualix Group, Inc. 1991 Stock Plan
                            (Full title of the Plans)
                                  Louis C. Cole
                      President and Chief Executive Officer
                              LEGATO SYSTEMS, INC.
                                3210 Porter Drive
                           Palo Alto, California 94304
                     (Name and address of agent for service)

                                 (650) 812-6000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

===================================================================================================================

                                                             Proposed Maximum    Proposed Maximum
                                             Amount to be     Offering Price        Aggregate          Amount of
  Title of Securities to be Registered      Registered(1)      per Share(2)     Offering Price(2)    Registration
                                                                                                          Fee
------------------------------------------ ------------------------------------ ------------------- ----------------
Options to Purchase Common Stock             157,600 shares        N/A                 N/A                N/A

Common Stock, $0.0001 par value              157,600 shares       $19.19            $3,024,344          $840.77
===================================================================================================================
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become  issuable under the 1997 Stock Option Plan,  1995
     Stock  Option  Plan and 1991  Stock  Plan by reason of any stock  dividend,
     stock split, recapitalization or other similar transaction effected without
     the receipt of consideration  which results in an increase in the number of
     the outstanding shares of Common Stock of Legato Systems, Inc.
(2)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities  Act of 1933, as amended,  on the basis of the weighted  average
     exercise price of the outstanding options.
PART II
               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

     Legato Systems,  Inc. (the "Registrant")  hereby  incorporates by reference
into this Registration  Statement the following documents  previously filed with
the Securities and Exchange Commission (the "SEC"):

     (a) The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1998; and

     (b) The Registrant's  Registration  Statement No. 0-26130 on Form 8-A filed
with the SEC on May 19, 1995 pursuant to Section 12 of the  Securities  Exchange
Act of 1934, as amended (the "1934 Act"), in which there is described the terms,
rights and provisions applicable to the Registrant's outstanding Common Stock.

     All reports and definitive  proxy or information  statements filed pursuant
to  Section  13(a),  13(c),  14 or 15(d) of the 1934 Act  after the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained  herein or in any  subsequently  filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

     Section 145 of the Delaware  General  Corporation Law authorizes a court to
award  or a  corporation's  Board  of  Directors  to  grant  indemnification  to
directors   and   officers   in  terms   sufficiently   broad  to  permit   such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended (the "1933  Act").  The  Registrant's  Bylaws  provide for  mandatory
indemnification of its directors and officers and permissible indemnification of
employees  and other  agents to the maximum  extent  permitted  by the  Delaware
General   Corporation  Law.  In  addition,   the  Registrant  has  entered  into
Indemnification Agreements with each of its directors and officers.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

    Exhibit Number      Exhibit

             4          Instrument  Defining  Rights of  Stockholders.
                        Reference is made to Registrant's Registration
                        Statement  No.  0-26130 on Form 8-A,  which is
                        incorporated  herein by reference  pursuant to
                        Item 3(c) of this Registration Statement.
             5          Opinion and consent of Gunderson Dettmer Stough  
                        Villeneuve  Franklin & Hachigian, L.L.P.
           23.1         Consent of PricewaterhouseCoopers L.L.P., Independent 
                        Accountants.
           23.2         Consent of Gunderson Dettmer Stough Villeneuve Franklin 
                        & Hachigian,  L.L.P. is contained in Exhibit 5.
            24          Power of Attorney. Reference is made to page II-3 of 
                        this Registration Statement.

Item 9.  Undertakings

A. The undersigned Registrant hereby undertakes:  (1) to file, during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
Registration  Statement  (i) to  include  any  prospectus  required  by  Section
10(a)(3) of the 1933 Act, (ii) to reflect in the  prospectus any facts or events
arising after the  effective  date of this  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the information set forth in this
Registration  Statement  and (iii) to  include  any  material  information  with
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant  to Section  13 or  Section  15(d) of the 1934 Act that are
incorporated  by reference into this  Registration  Statement;  (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein and the  offering of such  securities  at that time
shall be deemed to be the initial bona fide  offering  thereof and (3) to remove
from  registration by means of a post-effective  amendment any of the securities
being  registered  which remain unsold at the  termination  of the  Registrant's
Qualix Group, Inc. 1997 Stock Option Plan, 1995 Stock Option Plan and 1991 Stock
Plan.

B.  The  undersigned   Registrant   hereby  undertakes  that,  for  purposes  of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification  for liabilities arising under the 1933 Act may be
permitted  to  directors,  officers  or  controlling  persons of the  Registrant
pursuant to the  indemnification  provisions  summarized in Item 6 or otherwise,
the  Registrant  has  been  advised  that,  in  the  opinion  of the  SEC,  such
indemnification  is against  public policy as expressed in the 1933 Act, and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8,  and has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Palo Alto,  State of California on this twenty
third day of April, 1999.

                                   LEGATO SYSTEMS, INC.

                                   By:  /s/ Louis C. Cole       
                                        Louis C. Cole
                                        President, Chief Executive Officer and 
                                        Chairman of the Board

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of Legato Systems,  Inc., a
Delaware corporation, do hereby constitute and appoint Louis C. Cole and Stephen
C. Wise, and either of them, the lawful  attorneys-in-fact  and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents,  and either one of them,  determine
may be necessary or advisable or required to enable said  corporation  to comply
with the  Securities  Act of 1933, as amended,  and any rules or  regulations or
requirements  of the Securities and Exchange  Commission in connection with this
Registration  Statement.  Without limiting the generality of the foregoing power
and authority,  the powers  granted  include the power and authority to sign the
names of the  undersigned  officers and  directors in the  capacities  indicated
below  to  this  Registration  Statement,  to  any  and  all  amendments,   both
pre-effective   and   post-effective,   and  supplements  to  this  Registration
Statement,  and to any and all  instruments or documents  filed as part of or in
conjunction  with this  Registration  Statement  or  amendments  or  supplements
thereof,  and either of the  undersigned  hereby  ratifies and confirms all that
said attorneys and agents,  or either one of them,  shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.

         IN WITNESS WHEREOF,  each of the undersigned has executed this Power of
Attorney as of the date indicated.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.

               Signature                                      Title                              Date
/s/ Louis C. Cole                       President, Chief Executive Officer                April 23 1999
   -----------------------------------
             Louis C. Cole                 and Chairman of the Board
                          (Principal Executive Officer)

   /s/ Stephen C. Wise                     Chief Financial Officer, Vice President of        April 23, 1999
   -----------------------------------     Finance and Administration and
            Stephen C. Wise                Assistant Secretary (Principal Financial
                                           and Accounting Officer)
                                           

   /s/ Eric Benhamou                       Director                                          April 23, 1999
   -----------------------------------
             Eric Benhamou

   /s/ H. Raymond Bingham                  Director                                          April 23, 1999
   -----------------------------------
          H. Raymond Bingham

   /s/ Kevin A. Fong                       Director                                          April 23, 1999
   -----------------------------------
             Kevin A. Fong

   /s/ David N. Strohm                     Director                                          April 23, 1999
   -----------------------------------
            David N. Strohm

   /s/ Phillip E. White                    Director                                          April 23, 1999
   -----------------------------------
           Phillip E. White
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                              LEGATO SYSTEMS, INC.
EXHIBIT INDEX

Exhibit Number    Exhibit

    4             Instrument Defining Rights of Stockholders.  Reference is made
                  to Registrant's Registration Statement No.0-26130 on Form 8-A,
                  which is incorporated herein by reference pursuant to Item3(c)
                  of this Registration Statement.
    5             Opinion and consent of Gunderson Dettmer Stough Villeneuve 
                  Franklin & Hachigian, L.L.P.
   23.1           Consent of PricewaterhouseCoopers L.L.P., Independent
                  Accountants
   23.2           Consent of Gunderson Dettmer Stough Villeneuve Franklin & 
                  Hachigian, L.L.P. is contained in Exhibit 5.
    24            Power of Attorney.  Reference is made to page II-3 of this 
                  Registration Statement.
Opinion and Consent of
         Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

                                 April 20, 1999

Legato Systems, Inc.
3210 Porter Drive
Palo Alto, CA  94304

         Re:  Legato Systems, Inc. ("Company") Registration Statement
              for Offering of  Shares of Common Stock

Ladies and Gentlemen:

     We refer to your  registration on Form S-8 (the  "Registration  Statement")
under the Securities Act of 1933, as amended,  of 157,600 shares of Common Stock
available  for issuance upon the  Company's  assumption  of the options  granted
under the Qualix  Group,  Inc. 1997 Stock Option Plan,  Qualix Group,  Inc. 1995
Stock Option Plan and Qualix Group, Inc. 1991 Stock Plan. We advise you that, in
our  opinion,  when  such  shares  have been  issued  and sold  pursuant  to the
applicable  provisions of the Qualix Group,  Inc. 1997 Stock Option Plan, Qualix
Group,  Inc. 1995 Stock Option Plan and Qualix Group,  Inc. 1991 Stock Plan, and
in  accordance  with the  Registration  Statement,  such  shares will be validly
issued, fully paid and nonassessable shares of the Company's Common Stock.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

                                Very truly yours,

                                /s/  Gunderson Dettmer Stough Villeneuve 
                                Franklin & Hachigian, L.L.P.

                                Gunderson Dettmer Stough Villeneuve Franklin &
                                Hachigian, L.L.P.
EXHIBIT 23.1

        Consent of PricewaterhouseCoopers L.L.P., Independent Accountants

We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8 of Legato  Systems,  Inc.,  (the  "Company")  for the  registration  of
157,600  shares,  of our reports  dated  January 18, 1999,  on our audits of the
consolidated  financial  statements  and  financial  statement  schedule  of the
Company as of December 31, 1998 and 1997,  and for the years ended  December 31,
1998,  1997, and 1996 which reports are included in the Company's  Annual Report
on form 10-K/A filed with the Securities and Exchange Commission.

/s/ PricewaterhouseCoopers  L.L.P.

San Jose, California
April 23, 1999