Exhibit 5.1
[Opinion of Hunton & Williams]
July 3, 1997
NEWBRIDGE NETWORKS CORPORATION
600 March Road
Kanata, Ontario K2K 2E6
Canada
NEWBRIDGE NETWORKS CORPORATION
Registration Statement on Form S-8
Offering of Common Shares Under
Newbridge Networks Corporation
Consolidated Key Employee Stock Option Plan
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Gentlemen:
We have acted as United States counsel for Newbridge Networks
Corporation, a corporation incorporated under the Canada Business Corporations
Act (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8, which incorporates by reference Registration
Statement Nos. 333-2446, 33-97472, 33-89624, 33-78276, 33-68710, 33-55964, and
33-51538 previously filed by the Company on Form S-8 (collectively, the
"Registration Statements"), under the Securities Act of 1933, as amended,
covering an aggregate of 25,000,000 Common Shares, without par value, of the
Company (the "Common Shares") issuable pursuant to the exercise of stock options
granted under the Newbridge Networks Corporation Consolidated Key Employee Stock
Option Plan (the "Consolidated Plan") and certain predecessor stock option plans
of the Company that have been amalgamated into and replaced by the Consolidated
Plan. We have reviewed the corporate action of the Company in connection with
this matter and have examined such documents, corporate records and other
instruments as we have deemed necessary for purposes of this opinion. In this
examination, except with respect to documents executed by officers of the
Company in our presence, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as reproductions or
certified copies, and the authenticity of the originals of such latter
documents.
NEWBRIDGE NETWORKS CORPORATION
July 3, 1997
Page 2
For purposes of this opinion we have also assumed, with your permission:
(i) that the Board of Directors of the Company, or the Employee
Compensation Committee thereof pursuant to delegated authority,
has taken all action necessary to authorize the Predecessor
Plans (as such plans are defined in the Registration
Statements), each of which has been amended and restated by,
and consolidated into, the Consolidated Plan;
(ii) that the Board of Directors of the Company, or the Employee
Compensation Committee thereof pursuant to delegated authority,
has taken or will take all action necessary to authorize the
grant of options to purchase Common Shares pursuant to the
Consolidated Plan;
(iii) that each option so authorized has been or will be duly granted
to an eligible participant in accordance with the terms and
provisions of the applicable Predecessor Plan, the terms and
provisions of which have been superseded and replaced by the
Consolidated Plan, or of the Consolidated Plan; and
(iv) that the shareholders of the Company approve (a) an increase in
the maximum number of Common Shares issuable upon exercise of
options granted under the Consolidated Plan from 22,000,000 to
25,000,000 at the next meeting of shareholders of the Company,
provided that such shareholder approval is in effect prior to
the time any options become exerciseable that represent the
right to purchase Common Shares which result in greater than
22,000,000 Common Shares being issuable or having been issued
upon exercise of options, and (b) deletion of the provision
of the Consolidated Plan that precluded the Employee
Compensation Committee from granting any option which would
have the effect of causing the total number of Common Shares
issuable upon exercise of options granted under the
Consolidated Plan to exceed the lesser of 22,000,000 Common
Shares or 10 percent of the number of Common Shares
outstanding, provided that such shareholder approval is in
effect prior to the time any options become exerciseable that
represent the right to purchase Common
NEWBRIDGE NETWORKS CORPORATION
July 3, 1997
Page 3
Shares which result in the aggregate number of Common Shares
issuable upon exercise of options exceeding such limitation.
Based upon the foregoing and subject to the limitations and
qualifications set forth herein, we are of the opinion that the 25,000,000
Common Shares offered pursuant to the Registration Statements have been duly
allotted and reserved by the Board of Directors of the Company for issuance upon
the exercise of options and, when the consideration therefor is paid to the
Company in accordance with the terms of such options, that the Common Shares
issued to the persons exercising such options will be duly authorized, validly
issued, fully paid and nonassessable.
We are members of the bar of the State of New York and, accordingly,
we express no opinion as to the effect of the laws of any jurisdiction other
than the Federal laws of the United States of America and the laws of the State
of New York upon the matters referred to herein, in each case as such laws are
in effect on the date hereof. With respect to matters expressed herein relating
to the Company, to the extent such matters are governed by the laws of the
Province of Ontario and the laws of Canada applicable therein, we have relied on
the opinion of Osler, Hoskin & Harcourt of even date herewith filed as Exhibit
5.2 to the Registration Statements.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statements and to statements referring to us in Item 5 of the
Registration Statements. By giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ HUNTON & WILLIAMS