LIMITED POWER OF ATTORNEY
for Section 16 Filings

KNOW ALL MEN BY THESE PRESENTS that the undersigned has constituted, made and
appointed, and by these presents does make, constitute and appoint C.W. Smith
and Leigh S. Belden, or any of them, his or her true and lawful Attorneys-in-
Fact, who may do for the undersigned and on his or her behalf all of the
following:

(i) to execute and deliver any filings made with respect to the undersigned
under Section 16 of the Securities Exchange Act of 1934, as amended, relating
to the securities of Verilink Corporation, a Delaware corporation; and

(ii) to do, execute and perform any other act, matter or thing whatsoever that
ought to be done, executed and performed or in the opinion of any of the
Attorneys-in-Fact ought to be done, executed or performed in or about the
performance of the foregoing powers set forth in paragraph 1 hereof.

All parties dealing with any of the undersigned's Attorneys-in-Fact in
connection with said powers under paragraph 1 may rely fully upon their power
and authority herein, to act for the undersigned and on his or her behalf and
in his or her name, and such parties shall be fully protected in so acting,
prior to their receipt of notice of any termination hereof by operation of
law or otherwise and to such effect the undersigned is hereby bound.

The undersigned has ratified and confirmed, and by these presents does hereby
ratify and confirm all that the Attorneys-in-Fact appointed hereby may lawfully
do by virtue hereof.

IN WITNESS WHEREOF, the undersigned has granted this Limited Power of Attorney
as of the 6th day of October 2003.

Signature: /s/David W. Shackelford

Print Name:  David W. Shackelford