Exhibit 5.1
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
September 13, 2000
Vyyo Inc.
20400 Stevens Creek Boulevard, 8th Floor
Cupertino, CA 95014
Re: Vyyo Inc.
Form S-1 Registration Statement
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Ladies and Gentlemen:
We have acted as special counsel to Vyyo Inc., a Delaware corporation (the
"Company"), in connection with the public offering of up to 2,300,000 shares
(including 300,000 shares subject to an over-allotment option) to be issued by
the Company (the "Primary Shares") of the Company's Common Stock, par value
$0.001 per share (the "Common Stock").
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-1 (File No. 33-45132) as filed with the Securities and
Exchange Commission (the "Commission") on September 1, 2000 under the Act,
Amendment No. 1 to the Registration Statement as filed with the Commission on
September 6, 2000 under the Act, and Amendment No. 2 to the Registration
Statement, filed with the Commission on the date hereof (such Registration
Statement, as so amended, being hereinafter referred to as the "Registration
Statement"); (ii) the form of the Underwriting Agreement (the "Underwriting
Agreement") proposed to be entered into between the Company, as issuer, and
Banc of America Securities LLC, as representatives of the several underwriters
named therein (the "Underwriters"), filed as an exhibit to the Registration
Statement; (iii) a specimen certificate representing the Common Stock; (iv)
the Third Amended and Restated Certificate of Incorporation of the Company, as
presently in effect; (v) the Amended and Restated Bylaws of the Company, as
presently in effect; and (vi) certain resolutions of the Board of Directors of
the Company and drafts of certain resolutions of the Pricing Committee of the
Board of Directors of the Company (the "Pricing Committee") in
Vyyo Inc.
September 13, 2000
Page 2
each case relating to the issuance and sale of the Primary Shares. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In our examination, we have assumed the legal capacity of all natural
persons, 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 certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the
Company and others.
Members of our firm are admitted to the bar in the State of Delaware, and
we do not express any opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that:
1. When (i) the price at which the Primary Shares are to be sold to the
Underwriters pursuant to the Underwriting Agreement and other matters relating
to the issuance and sale of the Primary Shares have been approved by the Pricing
Committee; (ii) the Underwriting Agreement has been duly executed and delivered;
and (iii) the Primary Shares have been delivered to and paid for by the
Underwriters in accordance with the terms of the Underwriting Agreement, the
issuance and sale of the Primary Shares will have been duly authorized, and the
Primary Shares will be validly issued, fully paid and nonassessable.
Vyyo Inc.
September 13, 2000
Page 3
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the Registration Statement. In giving
this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP