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EXHIBIT 5.1
[KIRKPATRICK & LOCKHART LETTERHEAD]
November 1, 2000
Luminent, Inc.
20550 Nordhoff Street
Chatsworth, CA 91311
Re: Registration Statement on Form S-1
SEC File No. 333-42238
We have acted as counsel to Luminent, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "SEC") of the Registration Statement on Form S-1,
File No. 333-42238, as such may be amended from time to time, (the "Registration
Statement"), of the Company, for registration under the Securities Act of 1933,
as amended (the "Securities Act"), of up to 13,800,000 shares of the Company's
Common Stock (the "Shares"), par value $0.001 per share (the "Common Stock"),
including up to 1,800,000 shares of Common Stock which may be offered to cover
over-allotments, if any. The Shares are being issued and sold to Credit Suisse
First Boston Corporation, Fleet Boston Robertson Stephens Inc., CIBC World
Markets Corp., U.S. Bancorp Piper Jaffray Inc., First Security Van Kasper, Inc.,
and other underwriters to be named (the "Underwriters"), pursuant to an
underwriting agreement to be entered into by and among the Company and the
Underwriters (the "Underwriter Agreement").
This opinion is delivered in accordance with the requirements of Item
601(b)(5)(i) of Regulation S-K under the Securities Act.
For the purpose of this opinion, we have examined such matters of law and
originals, or copies certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments, as we have deemed
necessary. In our examination, we have assumed 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 certified,
photostatic or conformed copies, and the authenticity of the originals of all
such latter documents. We have also assumed the due execution and delivery of
all documents where due execution and delivery are prerequisites to the
effectiveness thereof. We have relied upon certificates of public officials and
certificates of officers of the Company for the accuracy of material, factual
matters contained therein which were not independently established.
Based on the foregoing and on all other instruments, documents and matters
examined for the rendering of this opinion, it is our opinion that, subject to
the effectiveness of the Registration Statement with the SEC (such Registration
Statement as amended and finally declared effective, and the form of Prospectus
contained therein or subsequently
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Luminent, Inc.
November 1, 2000
Page 2
filed pursuant to Rule 430A of Rule 424 under the Securities Act, being
hereinafter referred to as the "Registration Statement" and the "Prospectus",
respectively), upon the issuance and sale of the Shares in the manner referred
to in the Registration Statement and in accordance with the terms of the
Underwriting Agreement, and upon payment therefor, the Shares will be legally
issued, fully paid and non-assessable shares of the Common Stock of the Company.
We express no opinion as to the applicability or effect of any laws, orders or
judgments or any state or jurisdiction other than the federal securities laws
and the substantive laws of the State of Delaware. Further, our opinion is based
solely upon existing laws, rules and regulations, and we undertake no obligation
to advise you of any changes that may be brought to our attention after the date
hereof.
We consent to the use of our name under the captioned "Legal Matters" in the
Prospectus, constituting part of the Registration Statement, and to the filing
of this opinion as an exhibit to the Registration Statement.
By giving you this opinion and consent, we do not admit that we are experts with
respect to any part of the Registration Statement or Prospectus within the
meaning of the term "expert" as used in Section 11 of the Securities Act, or the
rules and regulations promulgated thereunder by the SEC, nor do we admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.
Sincerely,
/s/ Kirkpatrick & Lockhart LLP
KIRKPATRICK & LOCKHART LLP
