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EXHIBIT 5.1
Corning Incorporated WILLIAM D. EGGERS
One Riverfront Plaza
Corning, New York 14831 Senior Vice President
and General Counsel
607-974-5656
fax 607-974-8656
July 12, 2000
To the Board of Directors of
Corning Incorporated
Gentlemen:
I am Senior Vice President and General Counsel of Corning Incorporated,
a New York corporation ("Corning"), and am familiar with the preparation and
filing of a Registration Statement on Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended, with respect to 2,356,674 shares
of Corning Common Stock, par value $.50 per share, issued in May, 2000 and which
may be issued in the future to the shareholders of IntelliSense Corporation, a
Delaware corporation ("IntelliSense"), pursuant to the terms of the Agreement
and Plan of Merger (the "Agreement") dated as of May 19, 2000 by and between
Corning, Iroquois Merger Sub, Inc. and IntelliSense.
In this connection, I have examined the originals, or copies certified
to my satisfaction, of such corporate records of Corning, certificates of public
officials and officers of Corning, and other documents as I deemed pertinent as
a basis for the opinions hereinafter expressed.
Based upon the foregoing, and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that:
1. Corning is a corporation duly incorporated and validly
existing under the laws of the State of New York;
2. The execution and delivery on behalf of Corning of the
Agreement has been duly authorized by all proper corporate
proceedings of the Company and the Agreement constitutes a
legal, valid and binding instrument of Corning; and
3. The shares of Corning Common Stock, when issued by Corning
pursuant to the terms of the Agreement and paid for, will be
legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of my name in "Legal
Matters" in the Registration Statement.
Very truly yours,
/s/ WILLIAM D. EGGERS
