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August 1, 2000 Exhibit 5.1
Clarent Corporation
700 Chesapeake Drive
Redwood City, CA 94063
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Clarent Corporation, a Delaware corporation (the "Company"),
of a Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to an aggregate
of 2,200,000 shares of the Company's Common Stock, $.001 par value (the
"Shares"), issuable pursuant to the Company's 1999 Amended and Restated Equity
Incentive Plan as amended (the "Incentive Plan") and the Company's 1999 Non-
Employee Director's Stock Option Plan as amended (the "Director's Plan").
In connection with this opinion, we have examined the Registration Statement and
related prospectus, the Company's Certificate of Incorporation, as amended, and
Bylaws, 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, 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 Incentive Plan, the
Director's Plan, and the Registration Statement and related prospectus, 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/ Deborah J. Ludewig
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Deborah J. Ludewig, Esq.
