Exhibit 5.1
PILLSBURY MADISON & SUTRO LLP
2550 HANOVER STREET
PALO ALTO, CA 94304
December 22, 2000
Symmetricom, Inc.
2300 Orchard Parkway
San Jose, CA 95131
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Symmetricom, Inc., a California corporation (the "Company"), with the Securities
and Exchange Commission under the Securities Act of 1933, relating to 2,000,000
shares of the Company's Common Stock (the "Shares") issuable pursuant to the
Company's 1999 Employee Stock Plan as amended (the "Plan"), it is our opinion
that the Shares have been duly authorized and, when issued and sold in
accordance with the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/S/ PILLSBURY MADISON & SUTRO LLP
