EXHIBIT 5.1

                        [Opinion of Aboudi & Brounstein]

                                January 25, 2007

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
21,063,333 shares (the "Shares") of the Company's common stock, par value $0.001
(the "Common Stock"), for offer and sale by certain stockholders of the Company.
The Shares consist of:

(i) 19,680,000 shares of Common Stock, representing (a) 110% of up to (i)
13,333,333 shares of Common Stock issuable upon conversion of $10,000,000 in
principal amount of the Company's 8% Senior Secured Convertible Debentures (the
"Convertible Debentures") at a per share conversion price of $0.75 and (ii) up
to 2,133,333 shares of Common Stock issuable in respect of interest accruing on
the Convertible Debentures through the second anniversary of issuance; and (b)
an additional 2,666,667 shares of Common Stock representing the Company's good
faith estimate of additional shares that it might be required to issue to
holders of the Convertible Debentures upon adjustment to the conversion price of
outstanding Convertible Debentures;

(v) 1,383,333 shares of Common Stock, issuable upon exercise of 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 Company's filing with the Securities and Exchange Commission (the
"Commission") on January 26, 2007 of the Registration Statement on Form SB-2
(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 Debentures 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 Delaware General Corporation Law,
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).

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 or in payment of interest on the Convertible Debentures, or
upon exercise of the Warrants, in each case in accordance with their respective
terms, will be legally issued, fully paid and non-assessable.

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 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/ Aboudi & Brounstein
                                                          Aboudi & Brounstein