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Exhibit 5
July 18, 2000
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Radyne ComStream Inc. 2000 Long Term Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to Radyne ComStream Inc, a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") filed under the Securities Act of 1933,
relating to the registration of 2,500,000 shares of its Common Stock, $.001 par
value per share (the "Shares"), issuable pursuant to the Company's 2000 Long
Term Incentive Plan (the "Plan").
In that connection, we have examined such documents, corporate records,
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Certificate of Incorporation and Bylaws of the
Company.
Based upon the foregoing, it is our opinion that the Shares, if and
when issued in accordance with the terms of the Plan, will be validly issued,
fully paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever it appears in the
Registration Statement.
Very truly yours,
/s/ Snell & Wilmer L.L.P.
