EXHIBIT 5.1

June 14, 2004



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 filed by Harmonic Inc.
("you" or the "Company") with the Securities and Exchange Commission on June 14,
2004 (the "Registration Statement"), in connection with the registration under
the Securities Act of 1933, as amended, of 2,000,000 shares of the Company's
common stock ("Common Stock") under the Company's 2002 Employee Stock Purchase
Plan, and 5,485,129 shares of Common Stock under the Company's 1995 Stock 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 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,


                                            /s/ WILSON SONSINI GOODRICH & ROSATI
                                            ------------------------------------
                                            WILSON SONSINI GOODRICH & ROSATI
                                            Professional Corporation