Exhibit 5.2
[Opinion of Osler, Hoskin & Harcourt]
July 3, 1997
Newbridge Networks Corporation
600 March Road
P.O. Box 13600
KANATA ON K2K 2E6
Gentlemen:
RE: REGISTRATION STATEMENT ON FORM S-8
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In connection with the registration by you, Newbridge Networks Corporation (the
"Corporation"), of 8,745,273 common shares of the Corporation with the
Securities and Exchange Commission in the United States of America under the
United States Securities Act of 1933 (the "Act") by a Registration Statement on
Form S-8, and the registration of an aggregate of 16,254,727 common shares of
the Corporation by Registration Statement No. 333-2446 on Form S-8, by
Registration Statement No. 33-97472 on Form S-8, by Registration Statement No.
33-89624 on Form S-8, by Registration No. 33-78276 on Form S-8, by
Registration Statement No. 33-68710 on Form S-8, by Registration Statement No.
33-55964 on Form S-8, and by Registration Statement No. 33-51538 on Form S-8
(collectively the "Registration Statements"), you have asked us to provide this
opinion.
The 25,000,000 common shares of the Corporation (the "Common Shares")
collectively registered by the Registration Statements have been allotted and
reserved by the Board of Directors of the Corporation for issue pursuant to the
exercise of stock options ("options") granted and to be granted under the
Newbridge Networks Corporation Consolidated Key Employee Stock Option Plan, as
amended, (the "Consolidated Plan") and certain predecessor stock option plans
(each a "Predecessor Plan") of the Corporation that have been replaced by the
Consolidated Plan.
We did not participate in the preparation of the Registration Statements or,
except for the section entitled Canadian Federal Income Tax Consequences, the
preparation of the Prospectus dated July 3, 1997 (the "Prospectus") forming part
of the Registration Statements.
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We are solicitors qualified in the Province of Ontario, Canada, and accordingly,
no opinion is expressed herein as to the laws of any jurisdiction other than
Ontario and the laws of Canada applicable therein.
We have examined originals or copies, certified or otherwise identified to our
satisfaction, of the Articles and By-law of the Corporation, Minutes of meetings
of the directors, as well as such statutes and officer's certificates necessary
to enable us to express the opinion hereinafter set forth. In such examinations,
we have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformity to authentic original
documents of all documents submitted to us as certified true copies. We have
also assumed the legal capacity of all individuals signing documents.
For the purposes of this opinion we have further assumed:
(a) that the Board of Directors of the Corporation, 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;
(b) that the Board of Directors of the Corporation, 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;
(c) 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 the Consolidated Plan; and
(d) that the shareholders of the Corporation approve:
(i) 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 Corporation and that such shareholder
approval is provided prior to the time that any options
representing the right to acquire Common Shares which
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would result in grater than 22,000,000 Common Shares
having been issued pursuant to the exercise of options
become exercisable; and
(ii) the deletion of the provision in the Consolidated Plan
which 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% of the
number of Common Shares outstanding and that such
shareholder approval is provided prior to the time that
any options become exercisable which, upon exercise, could
result in such limitation being exceeded.
The opinion expressed below is based upon the Articles, By-law and Resolutions
of the Corporation, the Predecessor Plans and Consolidated Plan, and applicable
laws, as they exist at the date of this letter.
Based upon and subject to the foregoing, we are of the opinion that the
25,000,000 Common Shares registered by the Registration Statements have been
duly allotted and reserved by the Board of Directors of the Corporation for
issuance upon the exercise of options and, when options are exercised and
consideration therefor is paid to the Corporation in accordance with the
exercise terms of said options, the Common Shares issued by the Corporation to
the person exercising the option will constitute duly authorized and validly
issued Common Shares outstanding as fully paid and non-assessable.
We hereby consent to the inclusion of this opinion letter as an Exhibit to the
Registration Statements and to the reference to our firm name under Interests of
Named Experts and Counsel in Part II, Item 5 of the Registration Statements.
This consent is not and is not to be deemed an admission that we are persons
whose consent is required by Section 7 of the Act or the Rules and Regulations
promulgated thereunder by the United States Securities and Exchange Commission.
Yours truly,
/s/ OSLER, HOSKIN & HARCOURT
HBH/FJT