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EXHIBIT 5.1
[MORRISON & FOERSTER LLP LETTERHEAD]
November 17, 2000
JDS Uniphase Corporation
210 Baypointe Parkway
San Jose, California 95134
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-4,
including the proxy statement-prospectus forming a part thereof, filed by you
with the Securities and Exchange Commission on September 7, 2000 and
subsequently to be amended (the "Registration Statement"), in connection with
the registration under the Securities Act of 1933, as amended, of 342,022,800
shares of your common stock, $.001 par value per share (the "Stock"). The Stock
will be issued to the former stockholders of SDL, Inc. ("SDL"), a Delaware
corporation, pursuant to the terms of that certain Agreement and Plan of
Reorganization and Merger, dated as of July 9, 2000, by and among you, K2
Acquisition, Inc., a Delaware corporation and your wholly-owned subsidiary, and
SDL (the "Merger Agreement"). As counsel to the Company and in connection with
this opinion, we have examined all proceedings taken by you in connection with
the registration of the Stock.
It is our opinion that the Stock, which is being issued by you in exchange
for the shares of common stock of SDL pursuant to the Merger Agreement, when
issued in the manner described in the Registration Statement will be legally and
validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any amendments thereto. In giving this consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
