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Exhibit 5.1
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August 30, 2000
Carrier Access Corporation
5395 Pearl Parkway
Boulder, CO 80301
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Carrier Access Corporation, a Delaware corporation
(the "Registrant" or "you"), with the Securities and Exchange Commission on or
about the date hereof, in connection with the registration under the Securities
Act of 1933, as amended, of an aggregate of 29,514 shares of your Common Stock,
$.0001 par value (the "Shares"), reserved for issuance pursuant to the Amended
and Restated Millennia Systems, Inc. Nonqualified Stock Option Agreements (the
"Option Agreements"). As your legal counsel, we have reviewed the actions
proposed to be taken by you in connection with the proposed sale and issuance of
the Shares by the Registrant under the Option Agreement. We assume that the
consideration received by you in connection with each issuance of Shares will
include an amount in the form of cash, services rendered or property that
exceeds the greater of (i) the aggregate par value of such Shares or (ii) the
portion of such consideration determined by the Company's Board of Directors to
be "capital" for purposes of the Delaware General Corporation Law. We also
assume that each issuance of Shares will be made in accordance with the terms of
the Option Agreements.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken by you prior to the issuance of
the Shares pursuant to the Registration Statement and the Option Agreements, and
upon completion of the actions being taken in order to permit such transactions
to be carried out in accordance with the securities laws of the various states
where required, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
