EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
2550 HANOVER STREET
PALO ALTO, CA 94304
November 29, 2000
Alliance Fiber Optic Products, Inc.
736 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 1,500,000 shares of the Company's Common Stock (the "Shares")
issuable pursuant to the Company's 2000 Employee Stock Purchase 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
