March 4, 2008
Board of Directors
Ciena Corporation
1201 Winterson Road
Linthicum, Maryland 21090
Ladies and Gentlemen:
We are acting as counsel to Ciena Corporation, a Delaware corporation (the Company), in
connection with its registration statement on Form S-8 (the Registration Statement), filed with
the Securities and Exchange Commission relating to the registration
of up to 933,980 shares of the Companys common stock, par value $0.01 per share (the Shares) issuable under the
World Wide Packets 2000 Stock Incentive Plan (the Plan), assumed by the Company pursuant to the
terms of that certain Agreement and Plan of Merger, dated as of January 22, 2008 (the Merger
Agreement), between the Company, Wolverine Acquisition Subsidiary, Inc., a wholly owned subsidiary
of the Company (Merger Sub), World Wide Packets, Inc. (WWP), and Daniel Reiner, as
Stockholders Representative, whereby Merger Sub merged with and into WWP and WWP became a wholly
owned subsidiary of the Company (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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The Plan. |
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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
being complete, accurate and in effect. |
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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 being complete, accurate,
and in effect. |
Board of Directors
Ciena Corporation
March 4, 2008
Page 2
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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 Companys
assumption of the Plan and the issuance of the Shares pursuant to the Plan. |
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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 when issued
and delivered in the manner and on the terms contemplated by the Plan and the option agreements
issued under the Plan, the Shares will be validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for your use in connection with the Registration
Statement and speaks as of the date hereof. We assume no obligation to advise you of any changes
in the foregoing subsequent to the delivery of this opinion letter.
Board of Directors
Ciena Corporation
March 4, 2008
Page 3
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration
Statement. In giving this consent, we do not thereby admit that we are an expert within the
meaning of the Securities Act of 1933, as amended.
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Very truly yours,
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/s/ Hogan & Hartson L.L.P.
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HOGAN & HARTSON L.L.P. |
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