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EXHIBIT 5.1
Bryan Cave LLP
120 Broadway, Suite 300
Santa Monica, CA 90401-2305
Telephone: (310) 576-2100
Facsimile: (310) 576-2200
June 19, 2000
Tekelec
26580 West Agoura Road
Calabasas, California 91302
Re: Tekelec - Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as securities counsel for Tekelec, a California corporation
(the "Company"), in connection with the preparation of a registration statement
on Form S-8 (the "Registration Statement") under the Securities Act of 1933 to
be filed with the Securities and Exchange Commission (the "Commission") on June
19, 2000, in connection with the registration of 2,800,000 shares of Common
Stock, without par value (collectively, the "Shares"), of the Company issuable
upon exercise of options granted or to be granted pursuant to the Company's 1994
Stock Option Plan (such 1994 Stock Option Plan is referred to herein as the
"Plan").
In connection with the preparation of the Registration Statement and the
proposed issuance and sale of the Shares in accordance with the Plan and the
Form S-8 prospectus to be delivered to participants in the Plan, we have made
certain legal and factual examinations and inquiries and examined, among other
things, such documents, records, instruments, agreements, certificates and
matters as we have considered appropriate and necessary for the rendering of
this opinion. We have assumed for the purpose of this opinion the authenticity
of all documents submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies, and the genuineness of the
signatures thereon. As to various questions of fact material to this opinion, we
have, when relevant facts were not independently established, relied, to the
extent deemed proper by us, upon certificates and statements of officers and
representatives of the Company.
Based on the foregoing and in reliance thereon, it is our opinion that the
Shares have been duly authorized and, after the Registration Statement becomes
effective and after any post-effective amendment required by law is duly
completed, filed and becomes effective, and when the applicable provisions of
"Blue Sky" and other state securities laws shall have been complied with, and
when the Shares are issued and sold in accordance with the Plan and the Form S-8
prospectus to be delivered to participants in the Plan, the Shares will be
validly issued, fully paid and nonassessable.
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We hereby consent to the inclusion of our opinion as Exhibit 5.1 to the
Registration Statement and further consent to the reference to this firm in the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Commission
thereunder.
This opinion is rendered solely for your benefit in accordance with the
subject transaction and is not to be otherwise used, circulated, quoted or
referred to without our prior written consent. We are opining herein as to the
effect on the subject transaction only of United States federal law and the
internal (and not the conflict of law) laws of the State of California, and we
assume no responsibility as to the applicability thereto, or the effect thereon,
of the laws of any other jurisdiction.
Very truly yours,
/s/ BRYAN CAVE LLP
BRYAN CAVE LLP
