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EXHIBIT 5.1
[LETTERHEAD]
June 19, 2000
Stratos Lightwave, Inc.
7444 West Wilson Avenue
Chicago, Illinois 60706
Re: FORM S-1 REGISTRATION STATEMENT
SEC FILE NO. 333-34864
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed by you
with the Securities and Exchange Commission on April 14, 2000 and amended by
Amendment No. 1 filed on June 5, 2000 (as the same may thereafter be amended or
supplemented, the "Registration Statement") in connection with the registration
under the Securities Act of 1933, as amended, of 10,062,500 shares of your
common stock, $.01 par value per share (the "Stock"). The Stock includes
8,750,000 shares to be issued and sold by you and an over-allotment option
granted by you to the Underwriters to purchase 1,312,500 additional shares.
We understand that the Stock is to be sold to the Underwriters for
resale to the public as described in the Registration Statement. As your legal
counsel, we have examined the proceedings taken by you in connection with the
issuance and sale of the Stock. It is our opinion that the Stock, when issued
and sold in the manner described in the Registration Statement and in accordance
with the resolutions adopted by the Board of Directors of Stratos Lightwave,
will be duly authorized, legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendments or supplements thereto.
Very truly yours,
/s/ Lord, Bissell & Brook
Lord, Bissell & Brook
