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EXHIBIT 5
June 5, 2000
Redback Networks, Inc.
1195 Borregas Avenue
Sunnyvale, CA 94089
Re: Redback Networks Inc. ("Company") Registration Statement
for Offering of Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of 306,670 shares of Common Stock
under the 1999 Employee Stock Purchase Plan. We advise you that, in our opinion,
when such shares have been issued and sold pursuant to the applicable provisions
of the plan, and in accordance with the Registration Statement, such shares will
be validly issued, fully paid and nonassessable shares of the Company's Common
Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/ GUNDERSON DETTMER STOUGH VILENEUVE FRANKLIN & HACHIGAN, LLP
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Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
