EXHIBIT 5.1

                          [Opinion of Lawrence Kallaur]

                                                                    July 1, 2005

Amedia Networks, Inc.
2 Corbett Way
Eatontown, New Jersey 07724

Ladies and Gentlemen:

We have acted as special counsel to Amedia Networks, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of an aggregate of
17,486,723 shares (the "Shares") of the Company's common stock, par value $0.001
per share (the "Common Stock"). The Shares consist of:

(i) 16,068,180 shares of Common Stock representing (a) up to 7,688,122 shares of
Common Stock issuable upon conversion of 77,650 shares of the Company Series B
8% Convertible Preferred Stock, par value $0.001 (the "Convertible Preferred
Stock") having a stated value of $100 per share, at a per share conversion price
of $1.01, (b) up to 3,075,248 shares of Common Stock issuable in respect of
dividends accrued thereon through the fifth anniversary of issuance, (c)
3,844,065 shares of Common Stock issuable upon exercise of warrants (the
"Investor Warrants") issued to the holders of the Convertible Preferred Stock in
connection with the issuance thereof and (d) up to 1,460,745 shares of Common
Stock that the Company may be required to issue to holders of the Convertible
Preferred Stock in payment of liquidated damages or pursuant to the
anti-dilution provisions of the Convertible Preferred Stock or the Investor
Warrants ; and

(ii) 1,268,543 shares of Common Stock representing, (a) 1,153,220 shares of
Common Stock issuable upon exercise of warrants issued to placement agents
("Agent Warrants") in connection with the issuance of the Convertible Preferred
Stock, (b) 115,323 shares of Common Stock that the Company may be required to
issue to holders of the Agent Warrants in payment of liquidated damages or
pursuant to the anti-dilution provisions of the Agent Warrants, (c) 150,000
shares of Common Stock issuable upon exercise of certain other warrants (the
"Other Warrants") (the Investor Warrants, the Agent Warrants and the Other
Warrants are, collectively, the "Warrants").

This opinion is being furnished to you in accordance with the requirements of
Item 601(b)(5) of Regulation S-B under the Securities Act, in connection with
the filing of the Registration Statement on Form SB-2, as filed with the
Securities and Exchange Commission (the "Commission") on or about July 1, 2005
(the "Registration Statement"), and for no other purpose.

As special counsel to the Company, we have examined copies (in each case signed,
certified or otherwise proven to our satisfaction to be genuine) of the
Company's certificate of incorporation and all amendments thereto, its by-laws
as presently in effect, and minutes and other instruments evidencing actions
taken by its directors relating to the Company, the sale and issuance of the
Convertible Preferred Stock and the Warrants, and the proposed offering. We have
assumed the genuineness of all signatures and the authenticity of all
agreements, documents, certificates and instruments submitted to us as originals
and the conformity with the originals of all agreements, instruments, documents
and certificates submitted to us as copies. Insofar as this opinion may relate
to securities to be issued in the future, we have assumed that all applicable
laws, rules and regulations in effect at the time of such issuance are the same
as such laws, rules and regulations in effect as of the date hereof.

Our opinion herein is based solely upon the General Corporation Law of the State
of Delaware, applicable provisions of the Constitution of the State of Delaware
and reported judicial interpretations interpreting these laws. We express no
opinion with respect to any other laws (including, without limitation, the
application of the securities or "Blue Sky" laws of any state to the offer
and/or sale of the Shares).

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Based on the foregoing, and subject to and in reliance on the accuracy and
completeness of the information relevant thereto provided to us, it is our
opinion that the Shares have been duly authorized and, when issued and delivered
upon conversion of the Preferred Stock and exercise of the Warrants, in each
case in accordance with their respective terms, will be legally issued, fully
paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to any application under the securities
or other laws of any state of the United States, which relate to the offering
which is the subject of this opinion, and to appearing under the heading "Legal
Matters" in the prospectus which is contained in the Registration Statement. In
giving such consent, we do not thereby admit that we are in 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.

This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose, except as expressly provided in the preceding
paragraph. This opinion is as of the date hereof and we disclaim any undertaking
to update this opinion after the date hereof.

Very truly yours,


                           /S/ LAWRENCE KALLAUR, ESQ.

                             LAWRENCE KALLAUR, ESQ.


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