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EXHIBIT 5.1
OPINION OF COUNSEL
January 12, 2001
Re: JDS Uniphase Corporation
1998 Employee Stock Purchase Plan
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 filed by JDS
Uniphase Corporation, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission on January 12, 2001 (the "Registration
Statement") relating to the registration under the Securities Act of 1933, as
amended, of an aggregate of 5,000,000 shares of the Company's common stock,
$.001 par value (the "Common Stock"), which will be issuable under the
above-referenced plan (the "Plan").
As counsel to the Company, I have examined the proceedings taken by the
Company in connection with the registration of the shares of the Common Stock
under the Plan.
It is my opinion that, when issued and outstanding pursuant to the terms of
the Plan, the shares of Common Stock will be legally and validly issued, fully
paid and non-assessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to this opinion in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ Christopher S. Dewees
Corporate Counsel
