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EXHIBIT 5.1
June 20, 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 June 20, 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 $500,000,000 aggregate principal amount of 5% Convertible Subordinated Notes
due April 1, 2007 (the "Notes") and such indeterminate number of shares of the
Company's common stock, par value $0.0001 per share ("Common Stock"), issuable
upon conversion thereof. The Notes have been issued under an Indenture dated as
of March 29, 2000 (the "Indenture") between the Company and Norwest Bank
Minnesota, National Association, as trustee.
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken by the Company in connection with the
issuance of the Notes 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:
1. The Notes have been duly authorized by all necessary corporate
action on the part of the Company and are legally valid and binding
obligations of the Company, enforceable against the Company in
accordance with their terms; and
2. The Common Stock issuable upon conversion of the Notes has been duly
and validly reserved for issuance and, when and if issued upon such
conversion in the manner described in the Registration
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Statement and Prospectus and in accordance with the terms of the Notes
and the Indenture, will be legally and validly issued, fully paid and
nonassessable.
The opinion rendered in paragraph (1) above relating to the enforceability
of the Notes is subject to the following exceptions, limitations and
qualifications: (i) the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights and remedies of creditors; (ii) the effect of general
principles of equity, whether enforcement is considered in a proceeding in
equity or law, and the discretion of the court before which any proceeding
therefor may be brought; (iii) the unenforceability under certain circumstances
under law or court decisions of provisions providing for the indemnification of
or contribution to a party with respect to a liability where such
indemnification or contribution is contrary to public policy; and (iv) we
express no opinion concerning the enforceability of the waiver of rights or
defenses contained in Section 5.15 of the Indenture.
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 Notes; (ii) the Notes have been duly authenticated by the Trustee and duly
executed and delivered on behalf of the Company against payment therefor in
accordance with the terms and provisions of the Indenture; (iii) the Indenture
has been duly authorized by all necessary corporate action 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; (iv) the Trustee is duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization; (v) the Trustee is duly qualified to engage in the activities
contemplated by the Indenture; (vi) the Indenture has been duly authorized,
executed and delivered by the Trustee and constitutes the legally valid, binding
and enforceable obligation of the Trustee enforceable against the Trustee in
accordance with its terms; (vii) the Trustee is in compliance, generally and
with respect to acting as a trustee under the Indenture, with all applicable
laws and regulations; and (viii) the Trustee has the requisite organizational
and legal power and authority to perform its obligations under the Indenture.
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
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Villeneuve Franklin & Hachigian, LLP
GUNDERSON DETTMER STOUGH
VILLENEUVE FRANKLIN & HACHIGIAN, LLP
