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Exhibit 5.1
December 22, 2000
Riverstone Networks, Inc.
5200 Great America Parkway
Santa Clara, CA 95054
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-1 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 11,500,000 shares of Common Stock, par value
$0.01 per share (the "Shares"), of Riverstone Networks, Inc. a Delaware
corporation (the "Company"). The Shares are to be sold pursuant to an
underwriting agreement (the "Underwriting Agreement") to be entered into among
the Company and Morgan Stanley & Co. Incorporated, Chase H&Q, Lehman Bothers,
Inc. and Salomon Smith Barney as representatives of the several underwriters
named in Schedule I to the Underwriting Agreement (the "Underwriters"). The
Shares consist of 10,000,000 shares being sold by the Company initially and
1,500,000 shares subject to an over-allotment option granted by the Company to
the Underwriters.
We have acted as counsel for the Company in connection with the issue and
sale by the Company of the Shares. For purposes of our opinion, we have
examined and relied upon such documents, records, certificates and other
instruments as we have deemed necessary.
We express no opinion as to the applicability or compliance with or effect
of Federal law or of the law of any jurisdiction other than The Commonwealth of
Massachusetts and the General Corporation Law of the State of Delaware.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and sold in accordance with the terms of the
Underwriting Agreement, the Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as part of the Registration
Statement and to the use of our name therein and in the related prospectus under
the caption "Legal Matters."
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
