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JDS UNIPHASE CORPORATION
163 BAYPOINTE PARKWAY
SAN JOSE, CA 95134
EXHIBIT 5.1
MORRISON & FOERSTER LLP
San Francisco, California
November 17, 2000
JDS Uniphase Corporation
210 Baypointe Parkway
San Jose, California 95134
Re: Epion Corporation 1996 Stock Plan
Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") executed by you on November 17, 2000, and to
be filed with the Securities and Exchange Commission (the "Commission") in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of an aggregate of 38,453 shares of your common stock,
$.001 par value (the "Common Stock"), which will be issuable under the
above-referenced plan (the "Plan").
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the assumption of the
Plan by JDS Uniphase Corporation, and such documents as we have deemed necessary
to render this opinion, in connection with the acquisition of Epion Corporation
by JDS Uniphase Corporation.
Based upon the foregoing, it is our opinion that the Common Stock, when
issued and outstanding pursuant to the terms of the Plan, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Morrison & Foerster LLP
MORRISON & FOERSTER LLP
