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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
June 22, 2000
Com21, Inc.
760 Tasman Drive
Milpitas, California 95035
Re: Com21, Inc. - Registration Statement on Form S-8
Dear Ladies and Gentlemen:
We have acted as counsel to Com21, Inc., a Delaware Corporation (the
"Company"), in connection with the registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of an aggregate of
4,965,237 shares of Common Stock (the "Shares") authorized for issuance under
the Company's (i) 1998 Stock Incentive Plan (the "Incentive Plan"), (ii) 1998
Employee Stock Purchase Plan (the "Purchase Plan"), and (iii) 2000 Stock Option
Plan (the "Option Plan") (collectively, the "Plans").
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with (i) the establishment of the
Option Plan, and (ii) the amendment of the Incentive Plan and the Purchase Plan.
Based on such review, we are of the opinion that, if, as and when the Shares
have been issued and sold (and the consideration therefor received) pursuant to
the (a) provisions of option agreements duly authorized under the Incentive Plan
or the Option Plan and in accordance with the Registration Statement, (b)
provisions of duly authorized stock issuances effected under the Incentive Plan
and in accordance with the Registration Statement, or (c) provisions of duly
authorized stock purchase rights under the Purchase Plan and in accordance with
the Registration Statement, such Shares will be duly authorized, legally issued,
fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plans, or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
