<PAGE> 1
EXHIBIT 5.1
NORTEL NETWORKS LIMITED
8200 Dixie Road, Suite 100
Dept. 0020, GMS 036/NO/172
Brampton, Ontario
Canada L6T 5P6
Tel 905-863-1300
Fax 905-863-8544
E-mail [email protected]
NICHOLAS J. DEROMA
CHIEF LEGAL OFFICER
December 15, 2000
Nortel Networks Limited
8200 Dixie Road, Suite 100
Brampton, Ontario
L6T 5P6
Canada
Dear Sirs:
RE: NORTEL NETWORKS LIMITED AND NORTEL NETWORKS CAPITAL
CORPORATION REGISTRATION STATEMENT ON FORM S-3
I am Chief Legal Officer of Nortel Networks Limited (the
"Corporation"), a corporation organized under the laws of
Canada. This opinion is rendered in connection with the
preparation and filing by the Corporation and Nortel
Networks Capital Corporation ("NNCC") under the Securities
Act of 1933, as amended, of a Registration Statement on Form
S-3 as filed with the Securities and Exchange Commission on
December 15, 2000 (the "Registration Statement") related to
the public offering of certain debentures, notes, bonds or
other evidences of indebtedness of the Corporation ("Debt
Securities") or of NNCC ("Guaranteed Debt Securities") under
an Indenture (defined below) and warrant certificates
("Warrants") of the Corporation or NNCC evidencing the right
to purchase the Debt Securities or the Guaranteed Debt
Securities, respectively, from time to time on terms
determined at the time of sale up to an aggregate initial
offering prices of US$2,500,000,000 and guarantees
("Guarantees") of the Corporation of the payment of the
Guaranteed Debt Securities.
In rendering this opinion, I have examined:
(a) the Registration Statement;
(b) the Indenture among the Corporation, NNCC and Citibank,
N.A. (the "Trustee") dated as of December 15, 2000 (the
"Indenture"); and
<PAGE> 2
-2-
(c) the forms of Warrant Agreements (the "Warrant
Agreements") between the Corporation and one or more
banks or trust companies as warrant agent or agents,
and have made such inquiries and examined originals (or
copies, certified or otherwise identified to my
satisfaction) of such documents, corporate records,
certificates of public officials and other instruments and
made such investigations of law as I have deemed necessary
or appropriate for purposes of this opinion letter. In such
examinations, I have assumed the genuineness of all
signatures, the legal capacity at all relevant times of any
natural persons signing any documents, the authenticity of
all documents submitted to me as originals, the conformity
to authentic originals of all documents submitted to me as
certified or true copies or as reproductions (including
documents received by facsimile) and the truthfulness of all
certificates of public officials and corporate officers. In
addition, I have assumed and have not verified (i) the
accuracy as to factual matters of each document I have
reviewed (including, without limitation, the accuracy of any
representations and warranties) and (ii) that the Debt
Securities, the Guarantees and the Warrants will conform to
the form thereof that I have reviewed and will be duly
authenticated in accordance with the terms of the Indenture
or the Warrant Agreement, as the case may be.
In expressing the opinion set out in paragraph 1 below with
respect to the valid existence of the Corporation, I have
obtained and relied upon a Certificate of Compliance issued
by the Deputy Director, Industry Canada, and have assumed,
with your concurrence, that such certificate evidences that
the Corporation validly exists as of the date hereof.
In expressing the opinions stated in paragraphs 1, 2, 3, 4,
5 and 6, I have relied upon the opinions of (i) Roger A.
Schecter, Secretary of NNCC, dated the date hereof, in
respect of opinions relating to the federal laws of the
United States of America and the law of the State of New
York (the "U.S. Opinion"), a copy of which is attached as
Schedule A, and (ii) Blair F. Morrison, Assistant Secretary
of the Corporation, dated the date hereof, in respect of
opinions relating to the laws of the Province of Ontario and
the federal laws of Canada applicable in Ontario at the date
hereof (the "Ontario Opinion"), a copy of which is attached
as Schedule B.
<PAGE> 3
-3-
The opinions expressed herein are limited in scope to the
matters addressed in the U.S. Opinion and the Ontario
Opinion, and to the extent such opinions are stated to be
based on any assumption or to be given in reliance on any
certificate or other document or to be subject to any
limitation, qualification or exception, the opinions
expressed herein in reliance on such opinions are based upon
the same assumption, are given in reliance on the same
certificate or document, and are subject to the same
limitation, qualification or exception.
The opinions expressed herein are subject to the following
qualifications:
(a) enforceability of the Indenture, Debt Securities,
Guarantees, Warrant Agreements and Warrants, as
applicable, may be limited by bankruptcy, insolvency,
reorganization, arrangement, moratorium or other laws
affecting the enforcement of creditors' rights
generally;
(b) equitable remedies, including the remedies of specific
performance and injunction, may only be granted in the
discretion of a court of competent jurisdiction;
(c) the enforceability of the obligations of the
Corporation under the Indenture, Debt Securities,
Guarantees, Warrant Agreements and Warrants is also
subject to judicial application of foreign laws or
foreign governmental actions affecting creditors'
rights; and
(d) no opinion is expressed with respect to the
enforceability of any provisions relating to indemnity
or contribution.
On the basis of the foregoing, I am of the opinion that:
1. the Corporation has been duly incorporated and is a
validly existing corporation under the laws of Canada;
2. the execution and delivery of the Indenture by the
Corporation have been duly authorized, the Indenture
has been duly executed and delivered by the
Corporation, and duly qualified under the Trust
Indenture Act of 1939, as amended, and, assuming the
requisite corporate capacity and powers of and the due
authorization, execution and delivery thereof by the
other parties thereto, the Indenture is a valid,
binding and enforceable agreement of the Corporation;
<PAGE> 4
-4-
3. the execution and delivery of the Warrant Agreements by
the Corporation have been duly authorized and, assuming
due execution and delivery thereof by the Corporation
and the requisite corporate capacity and powers of, and
the due authorization, execution and delivery by, the
warrant agent or agents named in the Warrant
Agreements, such Warrant Agreements will constitute
valid, binding and enforceable agreements of the
Corporation;
4. the execution and delivery of Debt Securities by the
Corporation to be issued under the Indenture have been
duly authorized and, upon execution and delivery, the
Debt Securities will be duly issued and will constitute
valid, binding and enforceable obligations of the
Corporation, entitled to the benefits of the Indenture;
5. the execution and delivery of the Guarantees by the
Corporation to be issued under the Indenture have been
duly authorized and, upon execution and delivery, the
Guarantees will be duly issued and constitute valid,
binding and enforceable obligations of the Corporation,
entitled to the benefits of the Indenture; and
6. the execution and delivery of the Warrants by the
Corporation have been duly authorized and, upon
execution and delivery, the Warrants to be issued under
the Warrant Agreements will be duly issued and will
constitute valid, binding and enforceable obligations
of the Corporation.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of my name
under the captions "Enforceability of Certain Civil
Liabilities" and "Validity of the Securities" in the
Registration Statement and in the Prospectus which forms a
part of the Registration Statement relating to the offer of
the Debt Securities, the Guaranteed Debt Securities, the
Guarantees and the Warrants of up to an aggregate initial
offering price of US$2,500,000,000 (which includes
US$500,000,000 of debt securities and warrants to purchase
debt securities of the Corporation and US$200,000,000 of
debt securities and warrants to purchase debt securities of
the Corporation or NNCC currently registered for sale under
existing Registration Statements on Form S-3) and any
supplement or supplements to such Prospectus. By the giving
of such consent, I do not admit that I am an expert with
respect to any part of the Registration Statement, including
this opinion as an exhibit, or otherwise, within the meaning
of the term "Expert"
<PAGE> 5
-5-
as used in the Securities Act of 1933, as amended, or the
Rules and Regulations of the Securities and Exchange
Commission issued thereunder.
This opinion letter is furnished in connection with the
aforementioned Registration Statement.
Yours truly,
/s/ Nicholas J. DeRoma
Nicholas J. DeRoma
Chief Legal Officer
<PAGE> 6
SCHEDULE A
TO
OPINION OF NICHOLAS J. DEROMA
NORTEL NETWORKS CAPITAL CORPORATION
NORTEL NETWORKS PLAZA
200 ATHENS WAY
NASHVILLE, TENNESSEE 37228-1397
December 15, 2000
Nicholas J. DeRoma
Nortel Networks Limited
8200 Dixie Road, Suite 100
Brampton, Ontario
L6T 5P6
Dear Sir:
RE: NORTEL NETWORKS LIMITED AND NORTEL NETWORKS CAPITAL CORPORATION
REGISTRATION STATEMENT ON FORM S-3
I am Secretary of Nortel Networks Capital Corporation (the "Corporation"), a
corporation organized under the laws of the State of Delaware, United States of
America.
I understand that you will be relying on this opinion in connection with the
delivery of your opinion relating to the preparation and filing by the
Corporation and Nortel Networks Limited ("Nortel") under the Securities Act of
1933, as amended, of a Registration Statement on Form S-3 as filed with the
Securities and Exchange Commission on December 15, 2000 (the "Registration
Statement") related to the public offering of certain debentures, notes, bonds
or other evidences of indebtedness of the Corporation ("Debt Securities") or of
Nortel ("Nortel Debt Securities") under an Indenture (defined below) and warrant
certificates ("Warrants") of the Corporation or Nortel evidencing the right to
purchase the Debt Securities and Nortel Debt Securities, respectively, from time
to time on terms determined at the time of sale up to an aggregate initial
offering price of US$2,500,000,000, and guarantees ("Guarantees") of Nortel of
the payment of the Debt Securities.
In rendering this opinion, I have examined:
(a) the Registration Statement;
(b) the Indenture among the Corporation, Nortel, Citibank, N.A. (the "Trustee")
dated as of December 15, 2000 (the "Indenture"); and
<PAGE> 7
-2-
(c) the forms of Warrant Agreements (the "Warrant Agreements") between the
Corporation and one or more banks or trust companies as warrant agent or
agents.
and have made such inquiries and examined originals (or copies, certified or
otherwise identified to my satisfaction) of such documents, corporate records,
certificates of public officials and other instruments and made such
investigations of law as I have deemed necessary or appropriate for purposes of
this opinion letter. In such examinations, I have assumed the genuineness of all
signatures, the legal capacity at all relevant times of any natural persons
signing any documents, the authenticity of all documents submitted to me as
originals, the conformity to authentic originals of all documents submitted to
me as certified or true copies or as reproductions (including documents received
by facsimile) and the truthfulness of all certificates of public officials and
corporate officers. In addition, I have assumed and have not verified (i) the
accuracy as to factual matters of each document I have reviewed (including,
without limitation, the accuracy of any representations and warranties), (ii)
that the Nortel Debt Securities, the Warrants and the Guarantees conform to the
form thereof that I have reviewed and will be duly authenticated in accordance
with the terms of the Indenture or the Warrant Agreements, as the case may be
and (iii) the requisite corporate capacity and powers of, and the due
authorization, delivery and execution by, each of the parties thereto with
respect to the Indenture, the Nortel Debt Securities, the Guarantees, the
Warrant Agreements and the Warrants.
The opinions expressed herein are subject to the following qualifications:
(a) enforceability of the Indenture, the Nortel Debt Securities, the
Guarantees, the Warrant Agreements and the Warrants, as applicable, may be
limited by bankruptcy, insolvency, reorganization, arrangement, moratorium
or other laws affecting the enforcement of creditors' rights generally;
(b) equitable remedies, including the remedies of specific performance and
injunction, may only be granted in the discretion of a court of competent
jurisdiction;
(c) the enforceability of the obligations of the Corporation under the
Indenture, the Nortel Debt Securities, the Guarantees, the Warrant
Agreements and the Warrants, as applicable, is also subject to judicial
application of foreign laws or foreign governmental actions affecting
creditors' rights; and
(d) no opinion is expressed with respect to the enforceability of any
provisions relating to indemnity or contribution.
<PAGE> 8
-3-
On the basis of the foregoing, I am of the opinion that:
1. the Indenture has been duly qualified under the Trust Indenture Act of
1939, as amended, and the Indenture is a valid, binding and enforceable
agreement of Nortel;
2. the Warrant Agreements will constitute valid, binding and enforceable
agreements of Nortel;
3. the Nortel Debt Securities to be issued under the Indenture will constitute
valid, binding and enforceable obligations of Nortel, entitled to the
benefits of the Indenture;
4. the Guarantees to be issued under the Indenture will constitute valid,
binding and enforceable obligations of Nortel, entitled to the benefits of
the Indenture; and
5. the Warrants to be issued under the Warrant Agreements will be duly issued
and will constitute valid, binding and enforceable obligations of Nortel.
I am an attorney duly qualified to practice in the State of New York. The
foregoing opinions are limited to the federal laws of the United States of
America and the law of the State of New York at the date hereof.
This opinion letter is furnished solely for the benefit of Nicholas J. DeRoma in
connection with the opinion to be delivered by him on behalf of Nortel and to be
attached thereto relating to the aforementioned Registration Statement.
Yours truly,
/s/ Roger A. Schecter
Roger A. Schecter
Secretary
<PAGE> 9
SCHEDULE B
TO
OPINION OF NICHOLAS J. DEROMA
NORTEL NETWORKS LIMITED
8200 Dixie Road, Suite 100
Dept. 0020, GMS 036/NO/172
Brampton, Ontario
Canada L6T 5P6
Tel 905-863-1190
Fax 905-863-8423
E-mail [email protected]
BLAIR F. MORRISON
ASSISTANT SECRETARY
December 15, 2000
Mr. Nicholas J. DeRoma
Chief Legal Officer
Nortel Networks Limited
8200 Dixie Road, Suite 100
Brampton, Ontario
L6T 5P6
Canada
Dear Sir:
RE: NORTEL NETWORKS LIMITED AND NORTEL NETWORKS CAPITAL
CORPORATION REGISTRATION STATEMENT ON FORM S-3
I am Assistant Secretary of Nortel Networks Limited (the
"Corporation"), a corporation organized under the laws of
Canada.
I understand that you will be relying on this opinion in
connection with the delivery of your opinion relating to the
preparation and filing by the Corporation and Nortel
Networks Capital Corporation ("NNCC") under the Securities
Act of 1933, as amended, of a Registration Statement on Form
S-3 as filed with the Securities and Exchange Commission on
December 15, 2000 (the "Registration Statement") related to
the public offering of certain debentures, notes, bonds or
other evidences of indebtedness of the Corporation ("Debt
Securities") or of NNCC ("Guaranteed Debt Securities") under
an Indenture (defined below) and warrant certificates
("Warrants") of the Corporation or NNCC evidencing the right
to purchase the Debt Securities or the Guaranteed Debt
Securities, respectively, from time to time on terms
determined at the time of sale up to an aggregate initial
offering prices of US$2,500,000,000 and guarantees
("Guarantees") of the Corporation of the payment of the
Guaranteed Debt Securities.
In rendering this opinion, I have examined:
<PAGE> 10
-2-
(a) the Registration Statement;
(b) the Indenture among the Corporation, NNCC and Citibank,
N.A. (the "Trustee") dated as of December 15, 2000 (the
"Indenture"); and
(c) the forms of Warrant Agreements (the "Warrant
Agreements") between the Corporation and one or more
banks or trust companies as warrant agent or agents,
and have made such inquiries and examined originals (or
copies, certified or otherwise identified to my
satisfaction) of such documents, corporate records,
certificates of public officials and other instruments and
made such investigations of law as I have deemed necessary
or appropriate for purposes of this opinion letter. In such
examinations, I have assumed the genuineness of all
signatures, the legal capacity at all relevant times of any
natural persons signing any documents, the authenticity of
all documents submitted to me as originals, the conformity
to authentic originals of all documents submitted to me as
certified or true copies or as reproductions (including
documents received by facsimile) and the truthfulness of all
certificates of public officials and corporate officers. In
addition, I have assumed and have not verified (i) the
accuracy as to factual matters of each document I have
reviewed (including, without limitation, the accuracy of any
representations and warranties) and (ii) that the Debt
Securities, the Guarantees and the Warrants will conform to
the form thereof that I have reviewed and will be duly
authenticated in accordance with the terms of the Indenture
or the Warrant Agreement, as the case may be.
In expressing the opinion set out in paragraph 1 below with
respect to the valid existence of the Corporation, I have
obtained and relied upon a Certificate of Compliance issued
by the Deputy Director, Industry Canada, and have assumed,
with your concurrence, that such certificate evidences that
the Corporation validly exists as of the date hereof.
I have made no investigation of the laws of any jurisdiction
other than, and the opinions hereinafter expressed are
confined to, the laws of the Province of Ontario and the
federal laws of Canada applicable in Ontario at the date
hereof.
On the basis of the foregoing, I am of the opinion that:
<PAGE> 11
-3-
1. the Corporation has been duly incorporated and is a
validly existing corporation under the laws of Canada;
2. the execution and delivery by the Corporation of the
Indenture have been duly authorized and the Indenture
has been duly executed and delivered by the
Corporation;
3. the execution and delivery by the Corporation of the
Warrant Agreements have been duly authorized;
4. the execution and delivery by the Corporation of Debt
Securities to be issued under the Indenture have been
duly authorized;
5. the execution and delivery by the Corporation of the
Guarantees to be issued under the Indenture have been
duly authorized; and
6. the execution and delivery by the Corporation of the
Warrants to be issued under the Warrant Agreements have
been duly authorized.
This opinion letter is furnished solely for the benefit of
Nicholas J. DeRoma in connection with the opinion to be
delivered by him on behalf of the Corporation and to be
attached thereto relating to the aforementioned Registration
Statement.
Yours truly,
/s/ Blair F. Morrison
Blair F. Morrison
Assistant Secretary
