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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
June 23, 2000
Accelerated Networks, Inc.
301 Science Drive
Moorpark, California 93021
Re: Accelerated Networks, Inc.- Registration Statement for Offering
of an Aggregate of 7,793,336 Shares of Common Stock
Dear Ladies and Gentlemen:
We have acted as counsel to Accelerated Networks, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
a total of 7,793,336 shares of common stock (the "Shares") authorized for
issuance under the Company's Employee Stock Purchase Plan and the 2000 Stock
Incentive Plan (collectively, the "Plans") as follows: 7,293,336 shares under
the 2000 Stock Incentive Plan and 500,000 shares under the Employee Stock
Purchase Plan.
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment of the
Plans. Based on such review, we are of the opinion that, if, as and when the
Shares have been issued and sold (and the consideration therefor received)
pursuant to (a) the provisions of the option agreements or stock purchase rights
duly authorized under the Plans and in accordance with the Registration
Statement, or (b) duly authorized direct stock issuances under the 2000 Stock
Incentive Plan and in accordance with the Registration Statement, such Shares
will be duly authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plans or the Shares.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
