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EXHIBIT 5
October 25, 2000
Elastic Networks Inc.
6120 Windward Parkway
Suite 100
Alpharetta, Georgia 30005
Re: Registration of 7,161,776 Shares of Common Stock;
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Elastic Networks Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to the Company's Registration
Statement on Form S-8 (the "Registration Statement"), of 7,161,766 shares of
common stock, $.01 par value ("Common Stock") of the Company (the "Shares"),
of which, 6,661,766 shares of Common Stock are issuable under the Company's
1999 Stock Incentive Plan (the "Stock Incentive Plan") and 500,000 shares are
issuable under the Company's Employee Stock Purchase Plan (the "Stock
Purchase Plan").
In this capacity, we have examined the Registration Statement, the
Stock Incentive Plan, the Stock Purchase Plan, the Company's Second Amended
and Restated Certificate of Incorporation and originals or copies, certified
or otherwise identified to our satisfaction, of such corporate records,
agreements, documents and other instruments of the Company relating to the
authorization and issuance of the Shares to be sold by the Company and other
matters as we have deemed relevant and necessary as a basis for the opinion
hereinafter set forth.
In conducting our examination, we have assumed the genuineness of
all signatures, the legal capacity of all natural persons, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic copies
and the authenticity of the originals of such documents. We express no
opinion as to matters under or involving the laws of any jurisdiction other
than the corporate law of the State of Delaware.
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Elastic Networks Inc.
October 25, 2000
Page 2
Based upon the foregoing, and in reliance thereon, we are of the
opinion that:
1. The Company has been duly incorporated and is validly existing
and in good standing under the laws of the State of Delaware.
2. The Shares have been duly authorized and will be, when such
Shares have been issued in accordance with the terms of the Stock
Incentive Plan or the Stock Purchase Plan, as applicable, legally
issued, fully paid and non-assessable.
We hereby consent to the incorporation of this opinion into the
Registration Statement as Exhibit 5 thereto.
Very truly yours,
/s/ Hunton & Williams
HUNTON & WILLIAMS
