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EXHIBIT 5.1
[LETTERHEAD OF JEAN F. RANKIN]
August 7, 2000
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, New Jersey 07974
Ladies and Gentlemen:
I have acted as counsel for Lucent Technologies Inc., a Delaware
corporation ("Lucent"), in connection with the preparation of a Registration
Statement on Form S-4 (the "Registration Statement") to be filed by Lucent with
the Securities and Exchange Commission pursuant to the Securities Act of 1933
(the "Act"). The Registration Statement relates to the proposed issuance by
Lucent of up to 28,164,731 shares (the "Shares") of its common stock, par value
$0.01 per share, pursuant to the Agreement and Plan of Merger (the "Merger
Agreement") dated as of July 24, 2000, among Lucent, Cogswell Acquisition Inc.,
a Delaware corporation and a wholly owned subsidiary of Lucent ("Acquisition"),
and Spring Tide Networks, Inc., a Delaware corporation ("Spring Tide"). The
Merger Agreement provides for the merger of Acquisition with and into Spring
Tide, with Spring Tide surviving as a wholly owned subsidiary of Lucent.
I have examined such corporate records, certificates and other documents as
I have considered necessary or appropriate for the purposes of this opinion. In
such examination, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as copies. In examining agreements
executed by parties other than Lucent and Acquisition, I have assumed that such
parties had the power, corporate or other, to enter into and perform all
obligations thereunder and also have assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such parties
of such documents, and the validity and binding effect thereof. As to any facts
material to the opinion expressed herein which I have not independently verified
or established, I have relied upon statements and representations of officers
and representatives of Lucent and others.
Based on such examination, I am of the opinion that the Shares have been
duly authorized for issuance and, when issued in accordance with the terms and
conditions of the Merger Agreement, will be validly issued, fully paid and
non-assessable.
I hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to me and this opinion in the proxy
statement/prospectus that forms a part of the Registration Statement. In giving
such consent, I do not hereby admit that I am in the category of persons whose
consent is required under Section 7 of the Act.
Very truly yours,
/s/ JEAN F. RANKIN
