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EXHIBIT 5.2
November 13, 2000
Redback Networks Inc.
1195 Borregas Avenue
Sunnyvale, California
94089
Dear Sirs/Mesdames:
REDBACK NETWORKS INC.
We have acted as Canadian counsel to you in connection with the arrangement
pursuant to section 192 of the CANADA BUSINESS CORPORATIONS ACT contemplated by
the Arrangement Agreement dated as of July 30, 2000 among Redback Networks Inc.
("Redback"), 610381 B.C. Inc. and Abatis Systems Corporation ("Abatis"), as
described in the Registration Statement (the "Registration Statement") of
Redback on Form S-3 filed with the Securities and Exchange Commission on 13,
2000 under the SECURITIES ACT OF 1933, as amended (the "Securities Act").
We have examined such statutes, regulations, corporate documents,
records, certificates, opinions and instruments and have made such
investigations as we have deemed necessary or advisable in connection with the
opinions hereafter expressed.
Subject to the qualifications set out therein, the summary set out in the
Registration Statement under the heading "INCOME TAX CONSIDERATIONS FOR HOLDERS
OF EXCHANGEABLE SHARES - CANADIAN FEDERAL INCOME TAX CONSIDERATIONS" accurately
describes the principal income tax consequences under the INCOME TAX ACT
(Canada), including the regulations thereunder, in force as of November 13, 2000
(collectively the "Canadian Tax Act"), our understanding of the published
administrative policies of the Canada Customs and Revenue Agency as of November
13, 2000, and all specific proposals to amend the Canadian Tax Act publicly
announced by the Minister of Finance of Canada prior to November 13, 2000,
applicable to holders of exchangeable shares of 610381 B.C. Inc. who at all
relevant times hold such shares as capital property for purposes of the INCOME
TAX ACT (Canada), and who deal at arm's length, and are not and will not be
affiliated, with Abatis, Redback and 610381 B.C. Inc.
This opinion is expressly limited to the matters set forth above and we
render no opinion, whether by implication or otherwise, as to any other matters.
We assume no obligation to update or supplement this opinion to reflect any
facts or circumstances that arise after the date of this opinion and come to our
attention, or any future changes in laws.
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, including the prospectus constituting a part thereof,
and in any amendment or supplement thereto. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.
Yours truly,
/s/ FRASER MILNER CASGRAIN
