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EXHIBIT 5.1
August 8, 2000
Harmonic Inc.
549 Baltic Way
Sunnyvale, California 94089
RE: POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have examined the Post-Effective Amendment No. 1 to Registration
Statement No. 333-43160 on Form S-8 to be filed by you with the Securities and
Exchange Commission on or about August 8, 2000 (the "Registration Statement") in
connection with the registration under the Securities Act of 1933, as amended,
60,000 shares of Common Stock under the C-Cube Microsystems Inc. 1998 Employee
Stock Purchase Plan, 1,200 shares of Common Stock under the C-Cube Microsystems
Inc. 1993 Stock Plan, 2,330,000 shares of Common Stock under the C-Cube
Microsystems Inc. 1994 Stock Plan, 410,000 shares of Common Stock under the
C-Cube Microsystems Inc. SSOP Stock Option Plan, 1,600,000 shares of Common
Stock under the Harmonic Inc. 1995 Employee Stock Purchase Plan and 2,000,000
shares of Common Stock under the Harmonic Inc. 1999 Nonstatutory Stock Option
Plan. Such shares of Common Stock are referred to herein as the "Shares," and
such plans are referred to herein as the "Plans." As your counsel in connection
with this transaction, we have examined the proceedings taken and are familiar
with the proceedings proposed to be taken by you in connection with the issuance
and sale of the Shares pursuant to the Plans.
It is our opinion that, when issued and sold in the manner described in the
Plans and pursuant to the agreements which accompany each grant under the Plans,
the shares will be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
