EXHIBIT 5.1
March 27, 2008
Board of Directors
Ciena Corporation
1201 Winterson Road
Linthicum, Maryland 21090
Ladies and Gentlemen:
This opinion letter is furnished to you 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 on Form S-8 (the Registration Statement) filed with the Securities and Exchange
Commission relating to the registration of up to 16,002,957 shares of the Companys common stock, par
value $0.01 per share (the Shares), issuable under the Ciena Corporation 2008 Omnibus
Incentive Plan (the Plan). For purposes of this opinion letter, I have examined such
records, documents and proceedings as I have deemed relevant and necessary as a basis for the
opinion expressed herein.
This opinion letter is based as to matters of law solely on the Delaware General Corporation
Law, as amended. I 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, I am of the opinion that when issued in
accordance with the terms of 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. I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration
Statement. In giving this consent, I do not thereby admit that I am 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/ Russell B. Stevenson, Jr.
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Russell B. Stevenson, Jr.
Senior Vice President, General
Counsel and Secretary |
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