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 20, 2000
ULTICOM, INC.
1020 Briggs Road
Mt. Laurel, New Jersey 08054
Dear Sirs:
We have acted as special corporate counsel for Ulticom, Inc., a New
Jersey corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") being filed by the Company
under the Securities Act of 1933, as amended, with respect to the offering of
6,500,000 shares (the "Shares") of the Company's common stock, without par
value, which have been or are to be offered by the Company pursuant to the
Ulticom, Inc. 1998 Stock Incentive Compensation Plan (the "Plan").
In connection with such registration statement, we have reviewed the
proceedings of the Board of Directors relating to the registration and proposed
issuance of the Shares and the Certificate of Incorporation of the Company and
the amendments thereto, the Bylaws of the Company and all amendments thereto and
such other documents and matters as we have deemed appropriate for purposes of
this opinion. On the basis of such examination, we advise you that in our
opinion:
<PAGE>
ULTICOM, INC.
September 20, 2000
Page 2
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
2. the Shares have been duly and validly authorized and, when
issued and paid for in accordance with the terms and conditions of the Plan and
the stock options duly granted or to be granted thereunder, will be validly
issued, fully paid and non-assessable.
We do not find it necessary for the purpose of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states as to the issuance and sale of the
Shares.
We hereby consent to the use of this opinion in the Registration
Statement filed with the Securities and Exchange Commission in connection with
the registration of the Shares and to the reference to our firm under the
heading "Interests of Named Experts and Counsel" in the Registration Statement
and to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ SILLS CUMMIS RADIN TISCHMAN EPSTEIN & GROSS, P.A.
2
