EXHIBIT 5.2


[Opinion of Osler, Hoskin & Harcourt]

August 27, 1999


Newbridge Networks Corporation
600 March Road
Kanata, Ontario
Canada
K2K 2E6

Re:  Registration Statement on Form S-8
     - Employee Stock Purchase Plan
- ---------------------------------------

In connection with the registration by you, Newbridge Networks Corporation (the
"Corporation"), of an aggregate of 500,000 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 (the "Registration Statement"), you have asked us to provide this
opinion.

The 500,000 common shares of the Corporation (the "Common Shares") registered by
the Registration Statement have been allotted and reserved by the Board of
Directors of the Corporation for issue pursuant to the Newbridge Networks
Corporation Employee Stock Purchase Plan, as amended (the "Purchase Plan").

We did not participate in the preparation of the Registration Statement or the
Prospectus dated August 27, 1999 (the "Prospectus") forming part of the
Registration Statement.

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 federal laws of Canada applicable therein.

In connection with the opinion expressed in this opinion letter, we have
considered such questions of law and examined originals or copies, certified or
otherwise identified to our satisfaction, of the articles and by-laws of the
Corporation, minutes of meetings of the directors and shareholders, as well as
such statutes and officer's certificates necessary to enable us to express the
opinion hereinafter set forth.  We have assumed the genuineness of all
signatures, 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, photostatic or facsimile copies. We have also assumed the legal
capacity of all individuals.


For the purposes of this opinion, we have further assumed that each Common Share
will be purchased by an eligible employee in accordance with the terms and
provisions of the Purchase Plan.

The opinion expressed below is based upon the articles, by-laws and resolutions
of the Corporation, the Purchase 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 500,000
Common Shares registered by the Registration Statement have been duly allotted
and reserved by the Board of Directors of the Corporation for issuance and, upon
payment of the consideration therefor in accordance with the Purchase Plan, the
Common Shares will constitute duly authorized and validly issued Common Shares
outstanding as fully paid and non-assessable shares.

We hereby consent to the inclusion of this opinion letter as an Exhibit to the
Registration Statement and to the reference to our firm name under Interests of
Named Experts and Counsel in Part II, Item 5 of the Registration Statement. 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,

OSLER, HOSKIN & HARCOURT