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EXHIBIT 5.1
[BRYAN CAVE LLP LETTERHEAD]
September 19, 2000
Board of Directors
Ixia
26601 W. Agoura Road
Calabasas, California 91302
Gentlemen:
We are acting as special counsel for Ixia, a California corporation (the
"Company"), in connection with various legal matters relating to the filing of a
Registration Statement on Form S-1, No. 333-42678 (the "Registration
Statement"), with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), covering the offering and sale of up to
6,325,000 shares of the Company's Common Stock, without par value ("Common
Stock"), including 825,000 shares covered by over-allotment options to be held
by the Underwriters named in the Registration Statement.
In connection herewith, we have examined and relied without independent
investigation as to matters of fact upon such certificates of public officials,
such statements and certificates of officers of the Company and original or
copies certified to our satisfaction of the Registration Statement, the Amended
and Restated Articles of Incorporation, as amended, and Bylaws, as amended, of
the Company, proceedings of the Board of Directors of the Company and such other
corporate records, documents, certificates and instruments as we have deemed
necessary or appropriate in order to enable us to render the opinions expressed
below. In rendering this opinion, we have assumed the genuineness of all
signatures on all documents examined by us, the authenticity of all documents
submitted to us as originals and the conformity to authentic originals of all
documents submitted to us as certified or photostatted copies.
Based upon the foregoing and in reliance thereon, and upon our review of
applicable statutes and case law, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
(1) The Company is a corporation validly existing in good standing
under the laws of the State of California.
(2) When the Registration Statement, including any amendments thereto,
shall have become effective under the Act and the shares of Common Stock
being offered and sold by the Company shall have been duly issued and sold
as contemplated by the
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Board of Directors
Ixia
September 19, 2000
Page 2
Registration Statement in accordance with the terms of the Purchase
Agreement filed as Exhibit 1.1 to the Registration Statement, then the
shares of Common Stock will be legally issued, fully paid and
non-assessable.
This opinion is not rendered with respect to any laws other than the
California General Corporation Law and the Act.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus filed as a part thereof. We also consent to your
filing copies of this opinion as an exhibit to the Registration Statement with
agencies of such states as you deem necessary in the course of complying with
the laws of such states regarding the offering and sale of such shares of Common
Stock. In giving this consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ BRYAN CAVE LLP
Bryan Cave LLP
