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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
June 6, 2000
Next Level Communications, Inc.
6085 State Farm Drive
Rohnert Park, California 94928
Re: Next Level Communications, Inc. (the "Company")
Registration Statement on Form S-1 Common Stock, $.01
par value
Ladies and Gentlemen:
In connection with the registration statement on Form S-1 (the
"Registration Statement") to be filed on June 6, 2000 with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the registration of up to
1,725,000 shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), and any shares that may be registered pursuant to any
subsequent registration statement that the Company may hereafter file with the
Commission in connection with such transaction pursuant to Rule 462(b) under the
Securities Act (collectively, the "Shares"), you have requested our opinion with
respect to the matters set forth below.
The Shares being registered are issuable upon the exercise of certain
outstanding warrants of the Company.
In our capacity as your 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, and for
the purposes of this opinion, have assumed such proceedings will be timely and
properly completed in the manner presently proposed. In addition, we have made
such legal and factual examinations and inquiries, including an examination of
originals and copies certified or otherwise identified to our satisfaction, of
such documents, corporate records and instruments, and have obtained from
officers of the Company and agents thereof such certificates and other
representations and assurances, as we have deemed necessary or appropriate for
the purposes of this opinion.
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LATHAM & WATKINS
June 6, 2000
Page 2
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the legal
capacity of natural persons executing such documents and the conformity to
authentic original documents of documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, including statutory and
reported decisional law thereunder, and we express no opinion with respect to
the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other qualifications set forth herein,
it is our opinion that, as of the date hereof:
1. The Shares have been duly authorized, and, upon issuance, delivery
and payment therefor in the manner contemplated by the warrants issued by the
Company on November 12, 1999, will be validly issued, fully paid and
nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters" of the prospectus included therein, and to the incorporation by
reference of this opinion and consent into a registration statement filed with
the Commission pursuant to Rule 462(b) under the Securities Act relating to the
Shares.
Very truly yours,
/s/ LATHAM & WATKINS
