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Exhibit 5.1
July 10, 2000
Sunrise Telecom Incorporated
22 Great Oaks Boulevard
San Jose, California 95119
Re: Sunrise Telecom Incorporated
Registration Statement on Form S-1
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Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with a
proposed sale by Sunrise Telecom Incorporated, a Delaware corporation (the
"Company") of up to 3,817,428 shares of common stock, $.001 par value (the
"Common Stock"), and the sale by certain Company stockholders of 782,572 shares
of Common Stock.
We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy, and completeness of the information, representations, and warranties
contained in the records, documents, instruments, and certificates we have
reviewed.
Based on such examination, we are of the opinion that the 3,817,428
shares of Common Stock to be issued and sold by the Company are validly
authorized shares of Common Stock, and, when issued against payment of the
purchase price therefor, will be legally issued, fully paid and nonassessable.
We are of the further opinion that the 782,572 shares of Common Stock to be sold
by the stockholders (of which up to 600,000 shares are to be issued to cover
over-allotments, if any) are, as of the date hereof, validly authorized, legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
above referenced Registration Statement and to the use of our name wherever it
appears in the Registration Statement and in the Prospectus included therein,
and any amendment or supplement thereto. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder, with respect to any part
of the Registration Statement, including this opinion as an exhibit or
otherwise.
Very truly yours,
Orrick, Herrington & Sutcliffe LLP
