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EXHIBIT 5.1
NORTEL NETWORKS
8200 Dixie Road, Suite 100
Dept. 0001, GMS 036/NO/248
Brampton, Ontario
Canada L6T 5P6
Tel 905-863-1300
Fax 905-863-8544
E-mail [email protected]
NICHOLAS J. DEROMA
CHIEF LEGAL OFFICER
November 1, 2000
Nortel Networks Corporation
8200 Dixie Road, Suite 100
Brampton, Ontario
Canada L6T 5P6
Dear Sirs/Mesdames:
Re: Nortel Networks Corporation - Form S-8 Registration
Statement under the Securities Act of 1933, as amended
-------------------------------------------------------------
I am Chief Legal Officer of Nortel Networks Corporation (the
"Corporation"), a corporation organized under the laws of
Canada.
This opinion is being furnished to you in connection with the
Corporation's Form S-8 Registration Statement (the
"Registration Statement") relating to the offering of common
shares, without par value (the "Shares"), of the Corporation,
as set forth in the Registration Statement, in connection
with the Agreement and Plan of Merger dated as of August 14,
2000 among the Corporation, NNC Russian Acquisition
Corporation ("Sub") and Sonoma Systems ("Sonoma"), as amended
by Amendment No. 1 to Agreement and Plan of Merger dated as
of October 10, 2000, among the Corporation, Sub and Sonoma
(the "Agreement and Plan of Merger").
In rendering this opinion, I have examined:
(a) the articles and by-laws of the Corporation; and
(b) the Agreement and Plan of Merger.
I have also:
(a) made such inquiries and examined originals (or
copies certified or otherwise identified to my
satisfaction) of documents, corporate records
and other instruments and made such examination
of the law
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as I have deemed necessary or appropriate to enable
me to render this opinion;
(b) assumed that the signatures on the documents I have
examined are genuine; and
(c) assumed that, at the time of the issuance of the
Shares, the Corporation will have received the full
amount of the consideration therefor.
In expressing the opinion stated below, I have relied upon
the opinion dated the date hereof of Blair F. Morrison,
Assistant Secretary of the Corporation, a copy of which is
attached hereto as Schedule A.
Based upon and subject to the foregoing, I am of the opinion
that the Shares have been duly and validly created and
authorized, and will be if and when issued, validly issued
and outstanding as fully paid and non-assessable common
shares of the Corporation.
I hereby consent to the use of my name in the Registration
Statement under the caption "Exhibits". I hereby further
consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
This opinion is furnished solely for your benefit in
connection with the Registration Statement and is not to be
used, circulated, quoted or otherwise referred to for any
other purpose.
Yours truly,
Nicholas J. DeRoma
Chief Legal Officer
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[NORTEL NETWORKS LETTERHEAD]
Schedule A to Exhibit 5.1
November 1, 2000
Nicholas J. DeRoma
Chief Legal Officer
Nortel Networks Corporation
8200 Dixie Road, Suite 100
Brampton, Ontario
Canada L6T 5P6
Dear Sir:
Re: Nortel Networks Corporation - Form S-8 Registration Statement under the
Securities Act of 1933, as amended
I am Assistant Secretary of Nortel Networks Corporation (the "Corporation"), a
corporation organized under the laws of Canada.
This opinion is being furnished to you in connection with the Corporation's Form
S-8 Registration Statement (the "Registration Statement") relating to the
offering of common shares, without par value (the "Shares"), of the Corporation,
as set forth in the Registration Statement, in connection with the Agreement and
Plan of Merger dated as of August 14, 2000 among the Corporation, NNC Russian
Acquisition Corporation ("Sub") and Sonoma Systems ("Sonoma"), as amended by
Amendment No. 1 to Agreement and Plan of Merger dated as of October 10, 2000,
among the Corporation, Sub and Sonoma (the "Agreement and Plan of Merger").
In rendering this opinion, I have examined:
(a) the articles and by-laws of the Corporation; and
(b) the Agreement and Plan of Merger.
I have also:
(a) made such inquiries and examined originals (or copies certified or
otherwise identified to my satisfaction) of documents, corporate records
and other instruments and made such examination of the law as I have
deemed necessary or appropriate to enable me to render this opinion;
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-2-
(b) assumed that the signatures on the documents I have examined are
genuine; and
(c) assumed that, at the time of the issuance of the Shares, the Corporation
will have received the full amount of the consideration therefor.
I am qualified to practice law solely in the Province of Ontario, Canada and
express no opinion as to any laws or matters governed by any laws other than the
laws of the Province of Ontario and the federal laws of Canada applicable
therein.
Based upon and subject to the foregoing, I am of the opinion that the Shares
have been duly and validly created and authorized, and will be if and when
issued, validly issued and outstanding as fully paid and non-assessable common
shares of the Corporation.
This opinion is furnished solely for your benefit in connection with the
Registration Statement and is not to be used, circulated, quoted or otherwise
referred to for any other purpose, except that you may rely on this opinion in
connection with your opinion to the Corporation with respect to the Registration
Statement.
Yours truly,
Blair F. Morrison
Assistant Secretary
