<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF JEAN F. RANKIN]
July 7, 2000
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, NJ 07974
Ladies and Gentlemen:
With reference to the registration statement on Form S-8 which Lucent
Technologies Inc. (the "Company") proposes to file with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended,
registering 11,238,114 common shares, par value $.01 per share, (including an
equal number of Preferred Share Purchase Rights that initially trade with the
common shares), of the Company (the "Shares") which may be offered and sold by
the Company under the Herrmann Technology, Inc. 1999 Incentive Stock Option Plan
and the Chromatis Networks Inc. 1998 Stock Plan (collectively, the "Plans"), I
am of the opinion that all proper corporate proceedings have been taken so that
any Shares to be offered and sold which are of original issuance, upon sale and
payment therefor in accordance with the Plans and the resolutions of the Board
of Directors relating to the offering and sale of common shares thereunder, will
be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the SEC in connection with
the registration statement referred to above.
Very truly yours,
/s/ Jean F. Rankin
Jean F. Rankin
