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Exhibit 5
August 11, 2000
C-COR.net Corp.
60 Decibel Road
State College, PA 16801
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as special counsel to C-COR.net Corp. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
of interests (the "Interests") in the Worldbridge Broadband Services 401(k) Plan
(the "Plan") and 200,000 shares of common stock of the Company, par value $.05
per share (the "Shares"), that may be purchased by participants in the Plan from
time to time.
In rendering our opinion, we have reviewed the Plan and such
certificates, documents, corporate records and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below. In giving this opinion, we are assuming the authenticity of
all instruments presented to us as originals, the conformity with the originals
of all instruments presented to us as copies and the genuineness of all
signatures.
Based on the foregoing, we are of the opinion that (i) the Interests
created pursuant to the Plan will be legal and binding obligations of the
Company and (ii) the Shares, when issued in accordance with the terms of the
Plan, will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 being filed with respect to the offering of
the Shares.
This opinion is limited to the matters expressly stated herein. No
implied opinion may be inferred to extend this opinion beyond the matters
expressly stated herein. We do not undertake to advise you or anyone else of
any changes in the opinions expressed herein resulting from changes in law,
changes in facts or any other matters that hereafter might occur or be brought
to our attention.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
