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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
November 7, 2000
Optical Communication Products, Inc.
20961 Knapp Street
Chatsworth, California 91311
Re: Optical Communication Products, Inc. - Registration Statement for
Offering of an Aggregate of 20,658,440 Shares of Class A Common Stock
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Dear Ladies and Gentlemen:
We have acted as counsel to Optical Communication Products, Inc., a
Delaware corporation (the "Company"), in connection with the registration on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, of (i) 11,591,680 shares of the Company's Class A common stock reserved
for issuance under the Company's 2000 Stock Incentive Plan (the "Incentive
Plan"), (ii) 300,000 shares of the Company's Class A common stock reserved for
issuance under the Company's Employee Stock Purchase Plan (the "Purchase Plan"),
and (iii) 8,766,760 shares of the Company's Class A common stock reserved for
issuance under special option grants made to certain individuals pursuant to
written compensation agreements (the "Individual Options").
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment and
implementation of the Incentive Plan, the Purchase Plan, and the Individual
Options. Based on such review, we are of the opinion that, if, as and when the
shares of the Company's Class A common stock have been issued and sold (and the
consideration therefor received) pursuant to (a) the provisions of option
agreements or direct stock issuances duly authorized under the 2000 Stock
Incentive Plan and in accordance with the Registration Statement, (b) direct
stock purchases duly authorized under the Purchase Plan and in accordance with
the Registration Statement, or (c) the provisions of option agreements duly
authorized under the Individual Options and in accordance with the Registration
Statement, such shares will be duly authorized, legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Incentive Plan, the Purchase Plan, the Individual Options, or the shares of the
Company's Class A common stock issuable under such plans and arrangements.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
