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EXHIBIT 99.6
[LETTERHEAD OF BANC OF AMERICA SECURITIES LLC]
The Board of Directors
JDS Uniphase Corporation
210 Baypointe Parkway
San Jose, California 95134
Members of the Board:
Banc of America Securities LLC ("Banc of America Securities") hereby
consents to the inclusion of the opinion letter of Banc of America Securities
to the Board of Directors of JDS Uniphase Corporation ("JDS Uniphase") as Annex
D to, and to the reference thereto under the captions "Summary of the
Transaction -- Opinions of financial advisors" and "The Merger -- Opinions of
JDS Uniphase's Financial Advisors" in, the Proxy Statement-Prospectus of JDS
Uniphase and SDL, Inc. ("SDL") relating to the proposed merger transaction
involving JDS Uniphase and SDL. In giving such consent, we do not admit that we
come within the category of persons whose consent is required under, and we do
not admit that we are "experts" for purposes of, the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.
By: /s/ BANC OF AMERICA SECURITIES LLC
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BANC OF AMERICA SECURITIES LLC
Palo Alto, California
September 6, 2000
