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Exhibit 5.1
[Letterhead of Simpson Thacher & Bartlett appears here]
August 31, 2000
Western Multiplex Corporation
1196 Borregas Avenue
Sunnyvale, California 94089
Ladies and Gentlemen:
We have acted as counsel to Western Multiplex Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to the shares of the Company's Class A common stock par value $.01 per share
(the "Shares") to be issued by the Company pursuant to the Western Multiplex
Corporation 2000 Stock Option Plan for Non-Employee Directors, the Western
Multiplex Corporation Employee Stock Purchase Plan, the 1999 Western Multiplex
Corporation Stock Incentive Plan, the Ubiquity Communication, Inc. 1999 Stock
Plan, the Ubiquity Communication, Inc. 1998 Stock Plan and the Ubiquity
Communication, Inc. 1997 Stock Option Plan (collectively, as each such plan has
been amended to the date hereof, the "Plans").
We have examined the Registration Statement, the Plans and a form of
the share certificate. We also have examined the originals, or duplicates or
certified or conformed copies, of such records, agreements, instruments and
other documents and have made such other and further investigations as we have
deemed relevant and necessary in connection with the opinion expressed herein.
As to questions of fact material to this opinion, we have relied upon
certificates of public officials and of officers and representatives of the
Company.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as
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Western Multiplex Corporation -2- August 31, 2000
originals, the conformity to original documents of all documents submitted to us
as duplicates or certified or conformed copies, and the authenticity of the
originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the Shares have been duly
authorized and, upon the issuance of the Shares in accordance with the terms of
the applicable Plan, payment of the consideration payable therefore pursuant to
the terms of the applicable Plan and delivery of the Shares in accordance with
the terms of the applicable Plan, such Shares will be validly issued, fully paid
and non-assessable.
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the Delaware General
Corporation Law (including such statutory provisions and all applicable
provisions of the Delaware Constitution and reported judicial decisions
interpreting these laws).
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
