June 24, 1997
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549
Re: ADTRAN, Inc. (Commission File No. 0000926282);
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to ADTRAN, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") and the filing thereof with the
Securities and Exchange Commission (the "Commission"). Pursuant to the
Registration Statement, the Company intends to register under the Securities Act
of 1933, as amended, a total of 2,000,000 shares of Company Common Stock, par
value $.01 per share (the "Plan Shares") which are issuable upon the exercise of
options which may be granted in the future pursuant to the ADTRAN, Inc. Employee
Incentive Stock Option Plan (the "Plan").
The opinions hereinafter set forth are given to the Commission at the
request of the Company pursuant to Item 8 of Form S-8 and Item 601(b)(5) of
Regulation S-K. The only opinion rendered by this firm consists of the matters
set forth in numbered paragraph (1) below (our "Opinion"), and no opinion is
implied or to be inferred beyond such matters. Additionally, our Opinion is
based upon and subject to the qualifications, limitations and exceptions set
forth in this letter.
Our Opinion is furnished for the benefit of the Commission solely with
regard to the Registration Statement, may be relied upon by the Commission only
in connection with the Registration Statement and may not otherwise be relied
upon, used, quoted or referred to by or filed with any other person or entity
without our prior written permission.
In rendering our Opinion, we have examined such agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances for us to express our Opinion, including, without limitation, the
Plan. In making all of our examinations, we assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies,
and the due execution and delivery of all documents by any persons or entities
other than the Company where due execution and delivery by such persons or
entities is a prerequisite to the effectiveness of such documents.
As to various factual matters that are material to our Opinion, we have
relied upon the factual statements set forth in a certificate of officers of the
Company. We have not independently verified or investigated, nor do we assume
any responsibility for, the factual accuracy or completeness of such factual
statements.
The members of this firm are admitted to the Bar of the State of
Georgia and are duly qualified to practice law in that state. We do not herein
express any opinion concerning any matter respecting or affected by any laws
other than provisions of the General Corporation Law of the State of Delaware as
now in effect and that, in the exercise of reasonable professional judgment, are
normally considered in transactions such as the issuance of the Plan Shares. The
Opinion hereinafter set forth is based upon pertinent laws and facts in
existence as of the date hereof, and we expressly disclaim any obligation to
advise you of changes to such pertinent laws or facts that hereafter may come to
our attention.
Based upon and subject to the foregoing, we are of the following
opinion:
(1) the Plan Shares, when issued in accordance with the terms of
the Plan against payment in full of the purchase price
therefor set forth in the Plan, will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement.
Very truly yours,
LONG ALDRIDGE NORMAN LLP
By /s/ Thomas Wardell
Thomas Wardell