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Exhibit 5.1
[LETTERHEAD OF COOLEY GODWARD LLP]
, 2000
Clarent Corporation
700 Chesapeake Drive
Redwood City, CA 94063
Dear Ladies and Gentlemen:
We acted as counsel for Clarent Corporation, a Delaware corporation (the
"Company"), in connection with the merger (the "Merger") contemplated by the
certain Agreement and Plan of Merger and Reorganization, dated as of May 1,
2000, (the "Agreement") by and among the Company, Copper Acquisition Sub, Inc.,
a Delaware corporation and wholly-owned subsidiary of the Company, and ACT
Networks, Inc., a Delaware corporation. This opinion is being furnished in
connection with a Registration Statement on Form S-4 ("Registration Statement")
to be filed by the Company with the Securities and Exchange Commission covering
the offer and sale of up to 5,000,000 shares of the Company's common stock,
$0.001 par value per share ("the Shares"), to be issued in connection with the
Merger.
In rendering this opinion, we have examined the following documents: (1) the
Company's Amended and Restated Certificate of Incorporation, as amended, and
Bylaws, as amended, (2) the resolutions adopted by the Board of Directors of the
Company on April 27, 2000, (3) the Registration Statement and (4) such other
documents, legal opinions and precedents, corporate and other records of the
Company, and certificates of public officials and officers of the Company that
we have deemed necessary or appropriate to provide a basis for the below
opinion.
In rendering this opinion, we have assumed: the genuineness and authenticity of
all signatures on original documents; the authenticity of all documents
submitted to us as originals; the conformity to originals of all documents
submitted to us as copies; the accuracy, completeness and authenticity of
certificates of public officials; and the due authorization, execution and
delivery of all documents, where authorization, execution and delivery are
prerequisites to the effectiveness of such documents. We have also assumed that
all individuals executing and delivering documents had the legal capacity to so
execute and deliver.
Based upon and subject to the foregoing, in our opinion, the Shares, when sold
in the manner and for the consideration contemplated by the Agreement and the
Registration Statement, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm under the heading "Legal Matters."
Sincerely,
Cooley Godward LLP
Deborah J. Ludewig
