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EXHIBIT 5.1
July 17, 2000
Triton Network Systems, Inc.
8529 South Park Circle
Orlando, Florida 32819
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about July 17, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of the 1997 Stock Plan (as to 3,581,246
shares) and the 2000 Employee Stock Purchase Plan (as to 250,000 shares)
(collectively, the "Plans" and the "Shares" as appropriate). As legal counsel
for Triton Network Systems, Inc., we have examined the proceedings taken and
are familiar with the proceedings proposed to be taken by you in connection
with the issuance and sale of the Shares pursuant to the Plans.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plans and pursuant to the agreement that accompanies each
grant under the Plans, will be legally and validly issued, fully-paid and
non-assessable.
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
