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EXHIBIT 5
[SCIENTIFIC-ATLANTA LETTERHEAD]
November 16, 2000
Scientific-Atlanta, Inc.
5030 Sugarloaf Parkway
Lawrenceville, Georgia 30044
Re: Registration Statement on Form S-8 for the Deferred Compensation Plan
for Non-Employee Directors of Scientific-Atlanta, Inc.
Ladies and Gentlemen:
As General Counsel of Scientific-Atlanta, Inc., a Georgia corporation (the
"Company"), I am furnishing this opinion in connection with the preparation and
filing with the Securities and Exchange Commission of a Registration Statement
on Form S-8 (the "Registration Statement") registering 750,000 shares of the
Company's common stock, par value $0.50 per share, together with associated
preferred stock purchase rights (the "Common Stock"), for issuance under the
Company's Deferred Compensation Plan for Non-Employee Directors (the "Plan").
I have examined such records and documents and made such examination of law as I
have deemed relevant in connection with this opinion. Based on the foregoing, I
am of the opinion that the 750,000 shares of Common Stock covered by such
Registration Statement, when issued in accordance with the terms of the Plan and
the Prospectus forming a part of the Registration Statement, will be legally
issued, fully-paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the above-
referenced Registration Statement.
Respectfully submitted,
/s/ William E. Eason, Jr.
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William E. Eason, Jr.
