EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
650 TOWN CENTER DRIVE, 7th FLOOR
COSTA MESA, CA 92626
Tel: (714) 436-6800
Fax: (714) 436-2800
August 16, 2000
Universal Broadband Networks, Inc.
2030 Main Street, Suite 550
Irvine, CA 92614
Attention: Jeffrey R. Matsen
Re: Registration Statement on Form S-8
Dear Mr. Matsen:
With reference to the Registration Statement on Form S-8 to be filed by
Universal Broadband Networks, Inc., a Delaware corporation (the "Company"), with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, relating to 2,417,500 shares of the Company's Common
Stock issuable pursuant to the Company's 2000 Management Equity Incentive Plan
(the "Management Plan") and 3,000,000 shares of the Company's Common Stock
issuable pursuant to the Company's 2000 Equity Incentive Plan (the "Equity
Plan"; and collectively with the Management Plan, the "Plans"), it is our
opinion that such shares of the Common Stock of the Company, when issued and
sold in accordance with the Plans, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO LLP
PILLSBURY MADISON & SUTRO LLP
-9-
