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Hogan & Hartson LLP
111
South Calvert Street
Suit 1600
Baltimore, MD 21202
+1.410.659.2700 Tel
+1.410.539.6981 Fax
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www.hhlaw.com |
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March 4, 2008
Board of Directors
Ciena Corporation
1201 Winterson Road
Linthicum, MD 21090
Ladies and Gentlemen:
We are acting as counsel to Ciena Corporation, a Delaware corporation (the Company), in
connection with the Companys registration statement on Form S-3 (the Registration Statement)
filed with the Securities and Exchange Commission, relating to the proposed public offering of up
to 2,465,391 shares of the Companys common stock, par value $0.01 per share (the Shares),
issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the
Securities Act) pursuant to the Agreement and Plan of Merger, dated as of January 22, 2008 (the
Merger Agreement), between the Company, Wolverine Acquisition Subsidiary, Inc. (Merger Sub),
World Wide Packets, Inc. (WWP), and Daniel Reiner, as Stockholders Representative. The Merger
Agreement provides for the merger of Merger Sub with and into WWP and related transactions (the
Merger). All of the Shares are contemplated to be sold by the selling stockholders named in the
prospectus which forms a part of the Registration Statement on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act. The Shares were issued to the selling stockholders
in the Merger. This opinion letter is furnished to you at your request to enable you to fulfill
the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with
the Registration Statement.
For purposes of this opinion letter, we have examined copies of the following documents (the
Documents):
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An executed copy of the Registration Statement. |
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An executed copy of the Merger Agreement. |
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The Third Restated Certificate of Incorporation of the Company, as amended, as
certified by the Secretary of State of the State of Delaware on February 27, 2008 and
by the Secretary of the Company on the date hereof as then being complete, accurate and
in effect.
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Board of Directors
Ciena Corporation
March 4, 2008
Page 2
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The Amended and Restated Bylaws of the Company, as certified by the Secretary
of the Company on the date hereof as then being complete, accurate and in effect. |
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Certain resolutions of the Board of Directors of the Company adopted at a
meeting of the Board of Directors on January 21, 2008, as certified by the
Secretary of the Company on the date hereof as being complete, accurate and in
effect, relating to, among other things, the authorization of the Merger Agreement,
the issuance of the Shares, the filing of the Registration Statement, and
arrangements in connection therewith. |
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The Certificate of Merger filed with the Secretary of State of the State of
Delaware on March 3, 2008, in connection with the Merger. |
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A certificate of an officer of the Company, dated as of the date hereof, as to
certain facts relating to the Company. |
In our examination of the aforesaid Documents, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the accuracy and completeness of all of the
Documents, the authenticity of all originals of the Documents and the conformity to authentic
originals of all of the Documents submitted to us as copies (including telecopies). As to all
matters of fact relevant to the opinions expressed and other statements made herein, we have relied
on the representations and statements of fact made in the Documents, we have not independently
established the facts so relied on, and we have not made any investigation or inquiry other than
our examination of the Documents. This opinion letter is given, and all statements herein are
made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the Delaware General Corporation
Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules,
or regulations. As used herein, the term Delaware General Corporation Law, as amended includes
the statutory provisions contained therein, all applicable provisions of the Delaware Constitution
and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the opinion that the Shares are
validly issued, fully paid and nonassessable.
We assume no obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration
Statement and to the reference to this firm under the caption Legal Matters in the prospectus
Board of Directors
Ciena Corporation
March 4, 2008
Page 3
constituting a part of the Registration Statement. In giving this consent, we do not thereby admit
that we are an expert within the meaning of the Securities Act.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.