<PAGE> 1
EXHIBIT 5.1
July 28, 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-3 (the "Registration Statement") to be filed by Lucent with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933 (the "Act"). The Registration Statement relates to up to
78,813,455 shares (the "Shares") of common stock, par value $0.01 per share (the
"Common Stock"), which were issued by Lucent pursuant to (i) the Agreement and
Plan of Merger, dated as of May 31, 2000, among Lucent, Goldfish Acquisition
Inc., a Delaware corporation and a wholly owned subsidiary of Lucent ("Goldfish
Acquisition"), and Chromatis Networks Inc., a Delaware corporation and (ii) the
Agreement and Plan of Merger, dated as of June 16, 2000, among Lucent, Kosu
Acquisition Inc., a Texas corporation and a wholly owned subsidiary of Lucent
("Kosu Acquisition"), Herrmann Technology, Inc. , a Texas corporation, Herrmann
Holdings , Ltd., a Texas limited partnership, AnnEm Investments, Ltd., a Texas
limited partnership and Herrmann Technology Trust, a complex trust established
under the laws of the State of Texas.
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, Goldfish Acquisition and Kosu
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 are 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
