<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF COOLEY GODWARD LLP]
June 7, 2000
Copper Mountain Networks, Inc.
2470 Embarcadero Way
Palo Alto, CA 94303
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Copper Mountain Networks, Inc. (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission, covering the registration of 5,577,243
shares of the Common Stock, $.001 par value, of the Company (the "Shares"), for
issuance pursuant to the Company's 1996 Equity Incentive Plan and 2000
Nonstatutory Stock Option Plan (collectively, the "Plans").
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Plans, the Company's Certificate of Incorporation
and Bylaws and the originals or copies certified to our satisfaction of such
records, documents, certificates, memoranda and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below. We have assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies thereof and the due execution and delivery
of all documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Registration
Statement, the Plans and the options granted thereunder, will be validly issued,
fully paid, and nonassessable (except as to shares issued pursuant to certain
deferred payment arrangements, which will be fully paid and nonassessable when
such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Lance W. Bridges
Lance W. Bridges
