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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
63,511,695 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 Octel Communications Corporation 1996 Supplemental Stock Plan
for Avaya Employees; the Octel Communications Corporation 1995 Incentive Stock
Plan for Avaya Employees; the Prominet Corporation 1996 Stock Option Plan for
Avaya Employees; the Ascend Communications, Inc. 1998 Stock Incentive Plan for
Avaya Employees; the Ascend Communications, Inc. First Amended And Restated
1989 Stock Option Plan for Avaya Employees; the Ascend Communications, Inc.
1998 Supplemental Stock Incentive Plan for Avaya Employees; the Mosaix, Inc.
1997 Nonofficer Stock Incentive Compensation Plan for Avaya Employees; the
Mosaix, Inc. 1996 Amended And Restated Stock Incentive Compensation Plan for
Avaya Employees; the Xedia Corporation 1993 Stock Option Plan for Avaya
Employees; the 1996 Long Term Incentive Plan for Avaya Employees; the 1997 Long
Term Incentive Plan for Avaya Employees; the 1998 Global Stock Option Plan for
Avaya Employees; the 2000 Stock Option Plan for Avaya Employees; and the Avaya
Inc. 2000 Employee Stock Purchase Plan (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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