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EXHIBIT 5.1
June 9, 2000
EXFO Electro-Optical Engineering Inc./
EXFO Ingenierie Electro-Optique inc.
465 Godin Avenue
Vanier (Quebec)
Canada
G1M 3G7
Re: EXFO Electro-Optical Engineering Inc./
EXFO Ingenierie Electro-Optique inc.
Registration Statement on Form F-1
________________________________________________________________________________
Ladies and Gentlemen:
We have acted as Canadian counsel to the Company in connection with the
authorization and issuance by EXFO of up to 6,000,000 subordinate voting shares
of the Company together with an additional 900,000 subordinate voting shares, if
and to the extent the underwriters exercise an over-allotment option granted by
the Company (together, "Shares"), and the preparation and filing of a
registration statement on Form F-1 ("Registration Statement") under the
Securities Act of 1933, as amended ("Securities Act"), which the Company is
filing with the Securities and Exchange Commission with respect to the Shares.
We have examined the Registration Statement and such documents and records
of the Company and other documents as we have deemed necessary for the purpose
of this opinion. We have assumed, with your permission and without independent
investigation, (i) the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as photostatic or facsimile copies, and the
authenticity of the originals of such copies, (ii) the accuracy of the factual
representations made to us by officers and other representatives of the Company,
whether evidenced by certificates or otherwise, (iii) the identity and capacity
of all individuals acting or purporting to act as public officials, and (iv)
that all actions contemplated by the Registration Statement have been and will
be carried out only in the manner described therein.
Based upon the foregoing, we are of the opinion that upon the happening of
the following events:
(a) the filing of the Registration Statement and any amendments thereto
and the Registration Statement becoming effective; and
(b) the sale of the Shares and the receipt by the Company of an amount
equal to the full consideration for the Shares as contemplated by the
Registration Statement; and
(c) the due issuance by the Company and registration by its registrar of
the Shares:
the Shares will be duly authorized, validly issued, fully paid and
non-assessable.
In rendering this opinion we express no opinion as to the laws of any
jurisdiction other than the laws of the Province of Quebec and the federal laws
of Canada applicable therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus made
part of the Registration Statement under the heading "Legal Matters". In giving
such consent, we do not admit that we are "Experts" under the Securities Act.
Very truly yours,
/s/ Fasken Martineau DuMoulin LLP
