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EXHIBIT 5.1
[Letterhead of Pamela F. Craven]
September 15, 2000
RE: Avaya Inc.
211 Mount Airy Road
Basking Ridge, New Jersey 07902
Dear Sirs:
With reference to the Registration Statement on Form S-8 which Avaya Inc.
(the "Company") proposes to file with the Securities and Exchange Commission
the ("SEC") under the Securities Act of 1933, as amended, registering 3,000,000
common shares, par value $.01 per share (including an equal number of Preferred
Shares Purchase Rights that initially trade with the common shares), of the
Company (the "Shares") which may be offered and sold by the Company under the
Avaya Inc. Savings Plan and the Avaya Inc. Savings Plan for Salaried Employees
(the "Plans"), I am of the opinion that all proper corporate proceedings have
been taken so that any Shares to be offered and sold which are of original
issuance, upon sale and payment therefor in accordance with the Plans and the
resolution of the Board of Directors relating to the offering and sale of
common shares thereunder, will be legally issued, fully paid and non assessable.
I hereby consent to the filing of this opinion with the SEC in connection with
the registration statement referred to above.
Very truly yours,
/s/ Pamela F. Craven
Vice President, General Counsel
and Secretary
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