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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
June 22, 2000
Advanced Fibre Communications, Inc.
One Willow Brook Court
Petaluma, CA 94975-1239
Re: Advanced Fibre Communications, Inc. (the "Company")
Registration Statement for Offering of an Additional of
4,618,875 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Advanced Fibre Communications, Inc., a Delaware
corporation (the "Company") in connection with the registration on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, of an
additional of 4,618,875 shares of the Company's common stock (the "Shares") for
issuance under the Company's 1996 Stock Incentive Plan (the "Incentive Plan").
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 Incentive Plan. 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 and in accordance
with the Registration Statement or (b) duly authorized direct stock issuances
effected under the Incentive 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 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
Incentive Plan or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
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BROBECK, PHLEGER & HARRISON LLP
