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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
August 4, 2000
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, California 95134-1706
Re: Cisco Systems, Inc. - Registration Statement for Offering of an
Aggregate of 15,417,308 Shares of Common Stock
Dear Ladies and Gentlemen:
We have acted as counsel to Cisco Systems, Inc., a California
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
15,417,308 shares of the Company's common stock (the "Shares") and related
stock options issuable in the aggregate under the (a) ArrowPoint Communications,
Inc. 1997 Stock Incentive Plan (the "Incentive Plan"), (b) ArrowPoint
Communications, Inc. 2000 Non-Employee Directors Stock Option Plan (the
"Director Plan"), (c) ArrowPoint Communications, Inc. 2000 Employee Stock
Purchase Plan (the "Purchase Plan") and, (d) InfoGear Technology Corporation
1998 Stock Option Plan (the "InfoGear Plan") (collectively, the "Plans").
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the assumption of the Plans
and the outstanding options thereunder. Based on such review, we are of the
opinion that if, as and when the Shares are issued and sold (and the
consideration therefor received) pursuant to the (a) provisions of option
agreements duly authorized under the Incentive Plan, the Director Plan or the
InfoGear Plan and in accordance with the Registration Statement, or (b) duly
authorized purchase agreements under the Purchase Plan and in accordance with
the Registration Statement, such Shares will be duly authorized, legally issued,
fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plans or the Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
