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EXHIBIT 5.1
SILLS CUMMIS RADIN TISCHMAN EPSTEIN & GROSS
A PROFESSIONAL CORPORATION
ONE RIVERFRONT PLAZA
NEWARK, NEW JERSEY 07102-5400
(973) 643-7000
FAX (973) 643-6500
September 15, 2000
ULTICOM, INC.
1020 Briggs Road
Mt. Laurel, New Jersey 08054
Re: Registration Statement on Form S-1
SEC File No. 333-45366
Dear Sirs:
We have acted as special corporate counsel to Ulticom, Inc., a New
Jersey corporation (the "Company"), in connection with the Registration
Statement on Form S-1 (the "Registration Statement") filed by the Company under
the Securities Act of 1933, as amended, with respect to the offering of up to
4,250,000 shares of common stock, without par value per share (the "Common
Stock"), of the Company (2,843,374 shares of which are being offered for sale by
the Company and 1,406,626 shares of which are being offered by selling
shareholders of the Company) and up to an additional 637,500 shares of such
Common Stock to be offered by the Company to cover over-allotments. All
capitalized terms used in this opinion and not otherwise defined shall have the
respective meanings ascribed to them in the Registration Statement.
In our capacity as special corporate counsel and in connection with the
rendering of the opinions set forth below, we have examined originals or
photostatic copies, certified or otherwise authenticated to our satisfaction, of
the Certificate of Incorporation and the By-Laws of the Company, in each case as
amended and restated, the minutes of meetings or written consents of the
Company's Board of Directors and shareholders and such other documents,
corporate records, certificates (including certificates from certain officers of
the Company) and other instruments and have made such investigation of law and
fact, all as we have deemed necessary or appropriate under the circumstances for
the purpose of this opinion.
In our examination, we have assumed, without any investigation, the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of all documents purporting to be originals and the conformity to
originals of all documents purporting to be copies. As to certain factual
matters, we have relied, without any investigation, upon the accuracy of certain
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ULTICOM, INC.
September 15, 2000
Page 2
of the representations and warranties of the Company set forth in the
Registration Statement, the Underwriting Agreement in the form of Exhibit 1.1 to
the Registration Statement, to be entered into by the Company and the parties
listed on Schedule 1 thereof (the "Underwriting Agreement") and in the
certificates of certain officers of the Company, and upon the accuracy of the
statements contained in the certificates of public officials referred to above.
Our opinion is subject to the effect of bankruptcy, insolvency,
reorganization, arrangement, moratorium, fraudulent conveyance, bulk sales and
other similar laws and equitable principles relating to or affecting the rights
of creditors generally.
Subject to the foregoing and the assumptions, exceptions,
qualifications and limitations set forth herein, it is our opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of New Jersey and has
all corporate power and authority under New Jersey law necessary to own or hold
its properties and to conduct the business in which it is engaged in the State
of New Jersey.
2. Based solely upon our review of the Certificate of Incorporation of
the Company, as amended and restated, and a certification of the President of
the Company, the authorized capital stock of the Company consists of 210,000,000
shares, without par value, divided into 200,000,000 shares of Common Stock,
without par value, and 10,000,000 shares of undesignated stock. All of the
shares of Common Stock being delivered on the delivery date pursuant to the
Registration Statement have been duly and validly authorized and conform, in all
material respects, to the description thereof contained in the Prospectus under
the caption "Description of Securities - Common Stock," and, subject to the
effectiveness of the Registration Statement and compliance with applicable state
securities laws, and assuming that the certificates with respect to the shares
of Common Stock are duly executed and delivered in accordance with the
requirements of New Jersey law and the By-Laws of the Company, as amended and
restated, when such shares are issued and fully paid for in accordance with the
terms of the Underwriting Agreement, all as more fully described therein and in
the Prospectus, such shares will be validly issued, fully paid and
non-assessable.
The undersigned is authorized to practice law in the State of New
Jersey. Our examination of law relevant to the matters herein is limited to the
laws of the State of New Jersey. We have not made an independent review of any
laws other than the laws of the State of New Jersey to the extent generally
applicable to transactions of the nature contemplated. Accordingly, we express
no opinion as to matters governed by the laws of any other state or jurisdiction
and make no representations as same may apply to any other state or
jurisdiction. No opinion is expressed as to consents, approvals, authorizations
or orders required under state securities or "Blue Sky" laws and regulations.
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ULTICOM, INC.
September 15, 2000
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and as part of any application for registration of the
Company under the securities laws of any State in connection with the offer and
sale of the shares by the Company as contemplated by the Registration Statement
and to the reference to this firm appearing under the heading "Legal Matters" in
the Prospectus which is contained in the Registration Statement.
This is a legal opinion only and not a guaranty or warranty of the
matters discussed herein. It is understood that this opinion speaks as of the
date given and is limited to the laws in effect as of the date hereof and we
undertake no obligation to update this opinion (including, without limitation,
by reason of any events or circumstances, including changes in law, occurring)
or to advise you of any change of any matters stated herein, whether legal or
factual, after the date hereof. Except as set forth in paragraph 2 above with
respect to the Common Stock being delivered on the delivery date, we express no
opinion relative to any securities of the Company, including any securities to
be issued in the future. The foregoing opinion is qualified in its entirety by
the fact that we do not assume any responsibility for the accuracy, completeness
or fairness of any statement contained in the Registration Statement or
Prospectus.
Very truly yours,
/s/ SILLS CUMMIS RADIN TISCHMAN EPSTEIN & GROSS, P.A.
