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Exhibit 5.2
[LETTERHEAD OF BAY VENTURE COUNSEL, LLP]
September 12, 2000
Vyyo Inc.
20400 Stevens Creek Blvd., 8th Fl.
Cupertino, CA 95014
Re: Opinion of Counsel
Ladies and Gentlemen:
This opinion is rendered in connection with the filing by Vyyo Inc., a
Delaware corporation (the "Company"), of its Registration Statement on Form S-1
(the "Registration Statement") with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act"), with respect to the offer
and sale by the selling stockholders ("Selling Stockholders") of the
Companyidentified in the Registration Statement (the "Offering") of up to
2,300,000 currently issued and outstanding shares (including 300,000 shares
subject to an over-allotment option) of the Company's common stock, par value
$.0001 per share (the "Shares").
We have acted as counsel to the Selling Stockholders in connection with the
preparation of the Registration Statement. In our capacity as such counsel, we
have familiarized ourselves with the proceedings taken by the Company in
connection with the authorization, issuance and sale of the Shares to the
Selling Stockholders. 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 as being true
reproductions of originals) of such documents, corporate records and other
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. In such 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 authenticity and conformity to original
documents of documents submitted to us as certified or photostatic 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 of 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, based on the foregoing and the
proceedings to be taken by the Company as referred to above, the Shares have
been duly authorized, validly issued and nonassessable.
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Vyyo Inc.
September 12, 2000
Page 2 of 2
Re: Opinion of Counsel
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.
Very truly yours,
/s/ BAY VENTURE COUNSEL, LLP
