EXHIBIT 5.1
February 10, 2004
Somera Communications, Inc.
5383 Hollister Avenue
Santa Barbara, California 93111
Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about February 10, 2004 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of 299,969 shares of Common Stock (the “Shares”) to be issued under the Company’s 1999 Employee Stock Purchase Plan (the “ESPP”).
As your legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares. It is our opinion that the Shares, when issued and sold in the manner referred to in the ESPP, and pursuant to the agreements which accompany the ESPP, if applicable, 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 the use of our name wherever appearing in the Registration Statement and any amendments thereto.
Sincerely, | ||
WILSON SONSINI GOODRICH & ROSATI Professional Corporation | ||
/S/ WILSON SONSINI GOODRICH & ROSATI, P.C. | ||