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EXHIBIT 5.1
Bryan Cave LLP
120 Broadway, Suite 300
Santa Monica, CA 90401-2305
Telephone: (310) 576-2100
Facsimile: (310) 576-2200
October 27, 2000
Board of Directors
Ixia
26601 West Agoura Road
Calabasas, California 91302
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel for Ixia, a California
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, to be filed with the Securities and Exchange
Commission (the "Commission") on October 27, 2000, in connection with the
registration under the Act of an aggregate of 14,880,000 shares (the "Shares")
of the Company's Common Stock, without par value ("Common Stock"), as follows:
(a) 14,300,000 shares of Common Stock which may be issued upon
exercise of options granted or to be granted pursuant to the Company's 1997
Stock Option Plan, as amended (the "1997 Plan");
(b) 300,000 shares of Common Stock which may be issued upon
exercise of options granted or to be granted pursuant to the Company's Employee
Stock Purchase Plan (the "Purchase Plan");
(c) 200,000 shares of Common Stock which may be issued upon
exercise of options granted or to be granted pursuant to the Company's Director
Stock Option Plan (the "Director Plan"); and
(d) 80,000 shares of Common Stock which may be issued upon
exercise of warrants granted to a director of the Company (such warrants and the
1997 Plan, the Purchase Plan and the Director Plan are referred to collectively
herein as the "Plans").
In connection with the preparation of the Registration
Statement and the proposed issuance and sale of the Shares in accordance with
the Plan and the Form S-8 prospectuses to be delivered to participants in the
Plans, we have made certain legal and factual examinations and inquiries and
examined, among other things, such documents, records, instruments, agreements,
certificates and
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matters as we have considered appropriate and necessary for the rendering of
this opinion. We have assumed for the purpose of this opinion the authenticity
of all documents submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies, and the genuineness of the
signatures thereon. As to various questions of fact material to this opinion, we
have, when relevant facts were not independently established, relied, to the
extent deemed proper by us, upon certificates and statements of officers and
representatives of the Company.
Based on the foregoing and in reliance thereon and upon our
review of applicable statutes and case law, it is our opinion that the Shares
have been duly authorized and, after the Registration Statement becomes
effective and after any post-effective amendment required by law is duly
completed, filed and becomes effective, and when the applicable provisions of
"Blue Sky" and other state securities laws shall have been complied with, and
when the Shares are issued and sold in accordance with the Plans, the agreements
which accompany each grant under the Plans and the Form S-8 prospectuses to be
delivered to participants in the Plans, the Shares will be legally issued, fully
paid and non-assessable.
We hereby consent to the inclusion of our opinion as Exhibit
5.1 to the Registration Statement and further consent to the reference to this
firm in the Registration Statement. In giving this consent, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules and regulations of the
Commission thereunder.
This opinion is rendered solely for your benefit in accordance
with the subject transaction and is not to be otherwise used, circulated, quoted
or referred to without our prior written consent. We are opining herein as to
the effect on the subject transaction only of United States federal law and the
internal (and not the conflict of law) laws of the State of California, and we
assume no responsibility as to the applicability thereto, or the effect thereon,
of the laws of any other jurisdiction.
Very truly yours,
/s/ BRYAN CAVE LLP
BRYAN CAVE LLP
