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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
August 14, 2000
Next Level Communications, Inc.
6085 State Farm Drive
Rohnert Park, California 94928
Re: Next Level Communications, Inc.
3,900,000 shares of common stock, par value $0.01 per share
Ladies/Gentlemen:
In connection with the registration under the Securities Act of
1933, as amended (the "Act"), of an aggregate of 3,900,000 shares (the "Shares")
of common stock, par value $0.01 per share, of Next Level Communications, Inc.
(the "Company") issuable under the Company's 1999 Equity Incentive Plan (the
"Plan") by the Company on Form S-8 filed with the Securities and Exchange
Commission (the "Commission") on August 14, 2000 (the "Registration Statement"),
you have requested our opinion with respect to the matters set forth below.
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares. In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
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LATHAM & WATKINS
Next Level Communications, Inc.
August 14, 2000
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We are opining herein as to the effect on the subject transaction
only of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of any
other laws, or as to any matters of municipal law or the laws of any other local
agencies within the state.
Subject to the foregoing, it is our opinion that the Shares to be
issued under the Plan have been duly authorized, and upon the issuance and
delivery of the Shares in the manner contemplated by the Plan, and assuming the
Company completes all actions and proceedings required on its part to be taken
prior to the issuance and delivery of the Shares pursuant to the terms of the
Plan, including, without limitation, collection of required payment for the
Shares, the Shares will be validly issued, fully paid and nonassessable.
This opinion is rendered only to you and is solely for your
benefit in connection with the transactions covered hereby. This opinion may not
be relied upon by you for any other purpose, or furnished to, quoted to or
relied upon by any other person, firm or corporation for any purpose, without
our prior written consent. We consent to your filing this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Latham & Watkins
