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EXHIBIT 5.1
[Paine, Hamblen, Coffin, Brooke & Miller LLP Letterhead]
October 25, 2000
Telect, Inc.
2111 N. Molter Road
Liberty Lake, WA 99019
Re: TELECT, INC.
REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We are acting as counsel to Telect, Inc., a Washington corporation (the
"Company"), in connection with the proposed issuance and sale of certain shares
of the Company's newly issued Common Stock as contemplated in the Registration
Statement on Form S-1 (the "Registration Statement") to which this opinion is
being filed as Exhibit 5.1 (the "Shares"). In rendering this opinion, we have
reviewed the Registration Statement and such documents, certificates and records
as we have deemed necessary for the purpose of this opinion. As to certain
matters of fact bearing on the opinions expressed herein, we have relied upon
certificates of public officials, certificates of officers or other
representatives of the Company and other written or oral statements of officers
or representatives of the Company. We have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as copies.
Based on such review and subject to the qualifications set forth herein,
we are of the opinion that, when further approved by the pricing committee in
accordance with the authority delegated to that committee by the Company's board
of directors and when issued and sold as contemplated in the Registration
Statement, the Shares will be duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement, including the prospectus constituting a
part thereof. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.
This opinion is limited to the laws of the State of Washington
(excluding state securities or blue sky laws and principles of conflicts of
laws). This opinion is given as of the date hereof, without any obligation on
our part to update this opinion or to advise the addressee hereof or any other
party of any changes in circumstances or laws that may hereafter occur or be
brought to our attention which may affect this opinion. This opinion is limited
to the opinion specifically set forth above and no additional opinions are to be
inferred or implied. This opinion is rendered in connection with the issuance
and sale of the Shares and, except as expressly permitted hereby, may not be
used, delivered, circulated, filed, quoted or otherwise referred to.
Very truly yours,
/s/PAINE, HAMBLEN, COFFIN,BROOKE & MILLER LLP
PAINE, HAMBLEN, COFFIN,
BROOKE & MILLER LLP
