<PAGE> 1
EXHIBIT 5.1
August 7, 2000
Harmonic Inc.
549 Baltic Way
Sunnyvale, California 94089
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about August 3, 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
