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EXHIBIT 5.1
September 28, 2000
Agilent Technologies, Inc.
395 Page Mill Road
Palo Alto, California 94306
Re: Registration Statement on Form S-8/Employee Stock Purchase Plan
Ladies and Gentlemen:
At your request, I, Vice President, 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 of up to
25,000,000 shares of common stock, $0.01 par value, of the Company (the "Common
Stock"), pursuant to the Employee Stock Purchase Plan (the "Plan").
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, when issued and sold in the
manner referred to in the Plan and pursuant to any agreements that accompany the
Plan, the shares will be duly authorized, legally and validly 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, including any prospectus constituting a part
thereof, and any amendments thereto. 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.
