EXHIBIT 5.1



                                  June 28, 2002

Harmonic Inc.
549 Baltic Way
Sunnyvale, California 94089

        RE: REGISTRATION STATEMENT ON FORM S-8

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 June 28, 2002 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 400,000 shares of common stock to be
issued under the Harmonic Inc. 2002 Director Option Plan and 1,500,000 shares of
common stock to be issued under the Harmonic Inc. 2002 Employee Stock Purchase
Plan. Such shares of common stock are referred to herein as the "Shares" and
such plans are referred to herein as the "Plans". As your counsel in connection
with this transaction, we have examined the proceedings taken and are familiar
with the proceedings proposed to be taken by you in connection with the issuance
and sale of the Shares pursuant to the Plans.

        It is our opinion that, when issued and sold in the manner described in
the Plans and pursuant to the agreements which accompany each option grant under
the Plans, the Shares will be legally and validly issued, fully paid and
non-assessable.

        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.


                                        Very truly yours,


                                        WILSON SONSINI GOODRICH & ROSATI
                                        Professional Corporation