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EXHIBIT 5.1
November 13, 2000
Redback Networks Inc.
1195 Borregas Avenue
Sunnyvale, CA 94089
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
This opinion is furnished to you in connection with the registration
statement on Form S-3 (the "Registration Statement") filed on November 13, 2000
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), as such registration
statement may be amended, related to the offering from time to time, as set
forth in the prospectus contained in the Registration Statement (the
"Prospectus") and as to be set forth in one or more supplements to the
Prospectus (each, a "Prospectus Supplement"), by Redback Networks Inc., a
Delaware corporation (the "Company"), of up to 2,440,526 shares of the Company's
common stock, par value $0.0001 per share (the "Shares"). The Shares will be
issued pursuant to the Arrangement Agreement dated as of July 30, 2000 (the
"Arrangement Agreement"), among the Company, 610381 B.C. Inc. and Abatis Systems
Corporation.
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings proposed to be taken by the Company in
connection with the issuance of the Shares and proposed to be taken by the
Company in connection with the Registration Statement, and for purposes of this
opinion, have assumed such proceedings will be timely completed, in accordance
with all requirements of applicable federal, Delaware and New York laws, in the
manner presently proposed. We have examined signed copies of the Registration
Statement to be filed with the Commission. We have also examined and relied upon
the minutes of meetings of the stockholders and the Board of Directors of the
Company as provided to us by the Company, stock record books of the Company as
provided to us by the Company, the Certificate of Incorporation and Bylaws of
the Company, each as restated and/or amended to date, and such other documents
as we have deemed necessary for purposes of rendering the opinions hereinafter
set forth.
As to facts material to the opinion, statements and assumptions expressed
herein, we have, with your consent, relied upon oral or written statements and
representations of officers and directors and other representatives of the
Company and others. In addition, we have obtained and relied upon certificates
and assurances from public officials as we have deemed necessary.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We are opining herein as to the effect on the subject transaction only of
the federal securities laws of the United States, the General Corporation Law of
the State of Delaware, including statutory and reported decisional law
thereunder, and the internal laws of the State of New York, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or, in the case of Delaware, any other laws, or
as to any matters of municipal law or the laws of any local agencies within any
state.
Based upon and subject to the foregoing and the other qualifications set
forth herein, we are of the opinion that the Shares have been duly and validly
reserved for issuance and, when and if issued upon such exchange of exchangeable
shares in the manner described in the Registration Statement and Prospectus and
in accordance with the terms of the Arrangement Agreement, will be legally and
validly issued, fully paid and nonassessable.
We assume for purposes of this opinion that (i) the Company has been duly
incorporated and is validly existing as a corporation under the laws of the
State of Delaware, and has the corporate power and authority to issue and sell
the Shares; and (ii) the Arrangement Agreement has been duly authorized by all
necessary corporate action
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by the Company, has been duly executed and delivered by the Company and
constitutes the legally valid, binding and enforceable obligation of the Company
enforceable against the Company in accordance with its terms.
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 said
Registration Statement, and further consent to the use of our name wherever
appearing in said Registration Statement, including the prospectus constituting
a part thereof, and in any amendment or supplement thereto.
Very truly yours,
/S/ GUNDERSON DETTMER STOUGH
VILLENEUVE FRANKLIN & HACHIGIAN, LLP
GUNDERSON DETTMER STOUGH
VILLENEUVE FRANKLIN & HACHIGIAN, LLP
