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Exhibit 5.01
[LETTERHEAD OF FENWICK & WEST LLP]
October 24, 2000
ONI Systems Corp. (the "Company")
166 Baypointe Parkway
San Jose, CA 95134-1612
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-1
filed by you with the Securities and Exchange Commission (the "Commission") on
October 24, 2000, pursuant to Rule 462(b) under the Securities Act of 1933 and
relating to the Company's Registration Statement on Form S-1 (File No. 333-
46784), as amended (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of the offer and sale
of: (a) up to approximately 5,268,994 shares of common stock (the "Stock"),
issuable by you (as of the date of this opinion) upon the conversion of up to
$57,500,000 aggregate principal amount at maturity of the Company's 5%
Convertible Subordinated Notes due 2005 (the "Notes"); and (b) the Notes .
In rendering this opinion, we have examined the following:
(1) the form of Indenture by and between you and State Street Bank and
Trust Company of California, N.A. filed as an Exhibit to the
Registration Statement (the "Indenture");
(2) your registration statement on Form 8-A filed with the Commission on
May 16, 2000;
(3) the Registration Statement, together with the Exhibits filed as a part
thereof and the Exhibits incorporated therein by reference;
(4) the prospectuses prepared in connection with the Registration
Statement;
(5) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in your minute
books and the minute books of your predecessor, Optical Networks,
Incorporated, a California corporation ("ONI California"), that are in
our possession;
(6) the stock records for both the Company and ONI California that the
Company has provided to us (consisting of a letter from your transfer
agent dated October 3, 2000 verifying the number of your issued and
outstanding shares of capital stock as of September 29, 2000 and
reports of option and warrant holders of your capital stock and of any
rights to purchase capital stock that were prepared by you and dated
October 3, 2000 verifying the number of such issued and outstanding
securities); and
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(7) a Management Certificate addressed to us and dated of even date
herewith.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all natural persons
executing the same, the lack of any undisclosed termination, modification,
waiver or amendment to any document reviewed by us and the due authorization,
execution and delivery of all documents where due authorization, execution and
delivery are prerequisites to the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from records referred to
above. We have made no independent investigation or other attempt to verify the
accuracy of any of such information or to determine the existence or non-
existence of any other factual matters; however, we are not aware of any facts
that would cause us to believe that the opinion expressed herein is not
accurate.
We are admitted to practice law in the State of California, and we render
this opinion only with respect to, and express no opinion herein concerning the
application or effect of the laws of any jurisdiction other than, the existing
laws of the United States of America, of the State of California and, with
respect to the validity of corporate action and the requirements for the
issuance of stock, of the State of Delaware.
In connection with our opinion expressed below, we have assumed that, at or
prior to the time of the delivery of any shares of Stock, the Registration
Statement will have been declared effective under the Securities Act of 1933, as
amended, that the registration will apply to such shares of Stock and will not
have been modified or rescinded and that there will not have occurred any change
in law affecting the validity or enforceability of such shares of Stock.
In connection with our opinion expressed below, we have assumed that, if
the number of shares issuable upon conversion of the Notes is adjusted in
accordance with the Indenture, any necessary increase in the number of shares of
Common Stock authorized in the Company's Certificate of Incorporation (listed as
an exhibit to the Registration Statement) will be made when and if required.
Based upon the foregoing, it is our opinion that the Stock to be issued by
you upon conversion of the Notes, when issued in accordance with and in the
manner referred to in the relevant Prospectus associated with the Registration
Statement and the Indenture, and when evidenced by appropriate certificates that
have been properly executed and delivered, will be validly issued, fully paid
and nonassessable.
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We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
This opinion speaks only as of its date and we assume no obligation to
update this opinion should circumstances change after the date hereof. This
opinion is intended solely for the your use as an exhibit to the Registration
Statement for the purpose of the above sale of the Stock and is not to be relied
upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
By: /s/ Horace L. Nash
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Horace L. Nash, a partner
