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EXHIBIT 5.02
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Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
(212) 858-1000
October 24, 2000
ONI Systems Corp.
166 Baypointe Parkway
San Jose, California 95134-1621
Ladies and Gentlemen:
We have acted as special New York counsel for ONI Systems Corp., a Delaware
corporation (the "Company"), in connection with the filing pursuant to Rule
462(b) under the Securities Act of 1933 (the "Securities Act") by the Company on
the date hereof with the Securities and Exchange Commission (the "Commission")
of a Registration Statement on Form S-1 (the "Registration Statement") under the
Securities Act with respect to the issuance of an aggregate public offering
price of up to $57,500,000 of the Company's 5% Convertible Subordinated Notes
due October 15, 2005 (the "Notes"). The Notes are to be issued pursuant to an
Indenture (the "Indenture") to be entered into between the Company and State
Street Bank and Trust Company of California, N.A., as trustee (the "Trustee").
In so acting, we have reviewed the Registration Statement and the form of
the Indenture filed as Exhibit 4.16 to the Company's Registration Statement on
Form S-1 (File No. 333-46784), including the form of Note contained therein. In
connection with the foregoing, we have made such other inquiries and
investigations of law as we have deemed necessary or appropriate as a basis for
this opinion. In such review, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the conformity to the original documents
of all documents submitted to us as certified or photostatic copies, and the
authenticity of all such documents and all documents submitted to us as original
documents. As to questions of fact material to this opinion, we have relied upon
our review of the documents referred to above and the accuracy and completeness
of the information set forth or incorporated by reference in the Registration
Statement. We have undertaken no independent investigation or verification of
factual matters related to this opinion.
Based upon the foregoing and on the assumptions, and subject to the
qualifications, set forth herein, we are of the opinion that, assuming (i) the
applicable provisions of the Securities Act, the Trust Indenture Act of 1939
(the "Trust Indenture Act"), and the securities or "blue sky"
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laws of various states shall have been complied with, (ii) the Indenture,
including any supplemental indenture thereto under which any Notes will be
issued, shall have been duly authorized, executed and delivered by the parties
thereto, (iii) the terms of such Notes shall have been established in accordance
with (a) the Indenture, as supplemented by any such supplemental indenture, and
(b) the resolutions of the Board of Directors of the Company authorizing the
creation, issuance and sale of such Notes, and (iv) such Notes shall have been
duly authorized, executed and authenticated in accordance with the terms of the
Indenture and delivered against the consideration therefore set forth in the
underwriting agreement relating to the Notes, such Notes will be legal, valid
and binding obligations of the Company enforceable against the Company in
accordance with their terms, except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer and other similar
laws of general application relating to or affecting creditors' rights, by
general principles of equity (regardless of whether considered in a proceeding
at law or in equity), and by an implied covenant of good faith, fair dealing and
reasonableness, and such Notes will be entitled to the benefits of the
Indenture.
We express no opinion as to the shares of common stock of the Company
issuable upon conversion of the Notes.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the prospectus or incorporated by reference in, and
constituting a part of the Registration Statement. In giving this consent, we do
not thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ WINTHROP, STIMSON, PUTNAM & ROBERTS
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