Exhibit 5.1
[LETTERHEAD OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
a partnership including professional corporations]
212-859-8076
June 12, 2000 (FAX: 212-859-8587)
CommScope, Inc.
1375 Lenoir-Rhyne Boulevard
Hickory, North Carolina 28601
Ladies and Gentlemen:
We have acted as special counsel for CommScope, Inc., a Delaware
corporation (the "Company"), in connection with the registration, pursuant
to a Registration Statement on Form S-8 (the "Form S-8"), of 2,000,000
additional shares (the "Additional Shares") of Common Stock, par value $.01
per share, of the Company. The Additional Shares may be issued by the
Company under the Amended and Restated CommScope, Inc. 1997 Long-Term
Incentive Plan (the "Plan") upon the exercise or grant of options,
restricted stock, performance units, performance shares and phantom stock
issued under the Plan to employees of the Company and its subsidiaries and
non-employee directors. With your permission, all assumptions and
statements of reliance herein have been made without any independent
investigation or verification on our part except to the extent otherwise
expressly stated, and we express no opinion with respect to the subject
matter or accuracy of such assumptions or items relied upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records
of the Company, such certificates of public officials and such other
documents, and (iii) received such information from officers and
representatives of the Company as we have deemed necessary or appropriate
for the purposes of this opinion.
In all such examinations, we have assumed the legal capacity of
all natural persons executing documents, the genuineness of all signatures,
the authenticity of original and certified documents and the conformity to
original or certified documents of all copies submitted to us as conformed
or reproduction copies. As to various questions of fact relevant to the
opinions expressed herein, we have relied upon, and assume the accuracy of,
certificates and oral or written statements and other information of or
from representatives of the Company and others.
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that
the issuance of the Additional Shares pursuant to the Plan has been duly
authorized and that such Additional Shares, when issued, paid for and
delivered as authorized in accordance with the Plan, will be validly
issued, fully paid and non-assessable.
The opinions expressed herein are limited to the federal laws of
the United States of America and, to the extent relevant to the opinions
expressed herein, the General Corporation Law of the State of Delaware
(the "DGCL") and applicable provisions of the Delaware Constitution, in
each case as currently in effect, and reported judicial decisions
interpreting the DGCL and the Delaware Constitution. The opinions expressed
herein are given as of the date hereof, and we undertake no obligation to
supplement this letter if any applicable laws change after the date hereof
or if we become aware of any facts that might change the opinions expressed
herein after the date hereof or for any other reason.
We hereby consent to the filing of this opinion as an exhibit to
the Form S-8 relating to the registration of the Additional Shares. In
giving such consent, we do not hereby admit that we are in the category of
such persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended.
The opinions expressed herein are solely for your benefit in
connection with the Form S-8 and may not be relied on in any manner or for
any purpose by any other person or entity.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Lois Herzeca
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Lois Herzeca
