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EXHIBIT 5
December 29, 2000
Verilink Corporation
127 Jetplex Circle
Madison, Alabama 35758
Re: Registration Statement on Form S-8 Verilink Corporation
Amended and Restated 1993 Stock Option Plan and
1996 Employee Stock Purchase Plan
Ladies and Gentlemen:
We have served as counsel for Verilink Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-8 (the "Registration Statement"), of 2,900,000 shares (the "Shares") of common
stock, $.01 par value, of the Company, to be issued by the Company pursuant to
the Amended and Restated 1993 Stock Option Plan and the 1996 Employee Stock
Purchase Plan (the "Plans").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the authorization of the grants of securities pursuant to the Plans
as we have deemed necessary and advisable. In such examinations, we have assumed
the genuineness of all signatures on all originals and copies of documents we
have examined, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all certified, conformed or
photostatic copies. As to questions of fact material and relevant to our
opinion, we have relied upon certificates or representations of Company
officials and of appropriate governmental officials.
We express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Delaware.
Based upon and subject to the foregoing and having regard for such
legal considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares as provided in
the Plans and as contemplated by the Registration Statement, such Shares will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Powell, Goldstein, Frazer & Murphy LLP
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
