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Exhibit 5.1
August 29, 2000
Terayon Communication Systems
2952 Bunker Hill Lane
Santa Clara, CA 95054
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Terayon Communication Systems (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of an aggregate of
7,993,968 shares of the Company's Common Stock, $.0001 par value, (the
"Shares"), pursuant to the Company's 1997 Equity Incentive Plan and the 1999
Non-Officer Equity Incentive Plan (collectively, the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your certificate of Amendment to the Certificate of
Incorporation, the Amended and Restated Certificate of Incorporation and Bylaws,
as amended and restated, and such other documents, records, certificates,
memoranda and other instruments as we deem necessary as a basis for this
opinion. 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 Plans, the
Registration Statements and related Prospectuses, 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/ Karyn S. Tucker
_______________________________
Karyn S. Tucker
