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EXHIBIT 5.1
August 14, 2000
Sycamore Networks, Inc.
10 Elizabeth Drive
Chelmsford, MA 01824
Re: Sycamore Networks, Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Sycamore Networks, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-4 (the "Registration Statement") being filed by the Company with the
Securities and Exchange Commission (the "Commission") on the date hereof for
the purpose of registering with the Commission under the Securities Act of
1933, as amended (the "Securities Act"), up to 28,378,690 shares (the "Shares")
of common stock of the Company, par value $0.001 per share (the "Common
Stock"), issuable pursuant to the Agreement and Plan of Merger, by and among
the Company, Tropical Acquisition Corporation ("Tropical") and Sirocco Systems,
Inc. ("Sirocco"), dated as of June 5, 2000 (the "Merger Agreement").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement, (ii) the Merger Agreement, (iii) the Amended and Restated
Certificate of Incorporation and Amended and Restated By-Laws of the Company,
each as currently in effect, and (iv) certain resolutions adopted by the Board
of Directors of the Company relating to the issuance of the Shares and certain
related matters. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company and
such agreements, certificates of public officials, certificates of officers or
other representatives of the Company or others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of 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, conformed or photostatic copies and the
authenticity of the originals of such documents. In making our examination of
documents executed or to be executed by parties other than the Company, we have
assumed that such parties had or will have the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof. As to any facts material to the opinions expressed herein which we
have not independently established or verified, we have relied upon statements
and representations of officers and other representatives of the Company and
others.
Members of our firm are admitted to the Bar of the Commonwealth of
Massachusetts and do not purport to be an expert on, or express any opinion
concerning, any law other than the General Corporation Law of the State of
Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, upon consummation of the
merger of Tropical with Sirocco pursuant to the Merger Agreement, and the
issuance of the Shares and delivery of proper stock certificates therefor in
the manner contemplated in the Merger Agreement, the Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this opinion under the caption
"Legal Opinions" in the Sirocco Proxy Materials included therein. In giving
this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission promulgated thereunder.
This opinion is furnished by us, as special counsel to the Company, in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act and, except as provided in the immediately preceding paragraph,
is not to be used, circulated or quoted for any other purpose or otherwise
referred to or relied upon by any other person without our express written
permission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
Skadden, Arps, Slate, Meager & Flom LLP
