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EXHIBIT 5.1
May 31, 2000
Agilent Technologies, Inc.
395 Page Mill Road
Palo Alto, California 94306
Re: Registration Statement on Form S-8/Converted Options
Ladies and Gentlemen:
At your request, I, Assistant Secretary and Assistant General Counsel for
Agilent Technologies, Inc., a Delaware corporation (the "Company"), am rendering
this opinion in connection with the proposed issuance, pursuant to converted
stock options previously granted by Hewlett-Packard Company to employees of the
Company (the "Converted Options"), of up to 19,000,000 shares of common stock,
$0.01 par value, of the Company (the "Common Stock").
I, or other members of the Company's Legal Department acting under my
direction and under my supervision, have examined instruments, documents, and
records which I deemed relevant and necessary for the basis of my opinion
hereinafter expressed. In such examination, I have assumed the following: (a)
the authenticity of original documents and the genuineness of all signatures;
(b) the conformity to the originals of all documents submitted to me as
copies; and (c) the truth, accuracy and completeness of the information,
representations and warranties contained in the records, documents,
instruments and certificates I have reviewed.
Based on such examination, I am of the opinion that the 19,000,000 shares
of Common Stock to be issued by the Company pursuant to the Converted Options
are validly authorized shares of Common Stock and, when issued in accordance
with the terms of the agreements covering the Converted Options, will be legally
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to this
Registration Statement on Form S-8 and to the use of my name wherever it appears
in said Registration Statement. In giving such consent, I do not consider that
I am an "expert" within the meaning of such term as used in the Securities Act
of 1933, as amended, or the rules and regulations of the Securities and Exchange
Commission issued thereunder, with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise.
Very truly yours,
/s/ Marie Oh Huber
Marie Oh Huber, Esq.
