EXHIBIT 5.1
PILLSBURY, MADISON & SUTRO LLP
2550 HANOVER STREET
PALO ALTO, CA 94304
November 29, 2000
Alliance Fiber Optic Products, Inc.
735 North Pastoria Avenue
Sunnyvale, CA 94085
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Alliance Fiber Optic Products, Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission under the Securities Act of 1933,
relating to 3,098,534 shares of the Company's Common Stock (the "Shares")
issuable pursuant to the Alliance Fiber Optic Products, Inc. 2000 Stock
Incentive Plan (the "Plan"), it is our opinion that the Shares have been duly
authorized and, when issued and sold in accordance with the Plan, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO LLP
E-04942
