Exhibit 5.1
July 30, 2012
Harmonic Inc.
4300 North First Street
San Jose, California 95134
| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have examined the registration statement on Form S-8 filed by Harmonic Inc. (you or the Company) with the Securities and Exchange Commission on July 30, 2012 (the Registration Statement), in connection with the registration under the Securities Act of 1933, as amended, of 5,000,000 shares of the Companys common stock (Common Stock) under the Companys 1995 Stock Plan, and 450,000 shares of Common Stock under the Companys 2002 Director Stock Plan. Such shares of Common Stock are referred to herein as the Shares, and such plans are referred to herein as the Plans. As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plans.
It is our opinion that the Shares, when issued and sold in the manner described in the Plan and pursuant to the agreements which accompany the Plan, will be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.
Very truly yours,
| /s/ Wilson Sonsini Goodrich & Rosati |
| WILSON SONSINI GOODRICH & ROSATI |
| Professional Corporation |