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EXHIBIT 99.5
[LETTERHEAD OF CIBC WORLD MARKETS CORP.]
The Board of Directors
JDS Uniphase Corporation
210 Baypointe Parkway
San Jose, California 95134
Members of the Board:
CIBC World Markets Corp. ("CIBC World Markets") hereby consents to the
inclusion of the opinion letter of CIBC World Markets to the Board of Directors
of JDS Uniphase Corporation ("JDS Uniphase") as Annex C 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/ CIBC WORLD MARKETS CORP.
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CIBC WORLD MARKETS CORP.
New York, New York
September 6, 2000
