EX-5 2 0002.txt OPINION OF WILLIAM E. EASON EXHIBIT 5 [SCIENTIFIC-ATLANTA LETTERHEAD] November 16, 2000 Scientific-Atlanta, Inc. 5030 Sugarloaf Parkway Lawrenceville, Georgia 30044 Re: Registration Statement on Form S-8 for the Deferred Compensation Plan for Non-Employee Directors of Scientific-Atlanta, Inc. Ladies and Gentlemen: As General Counsel of Scientific-Atlanta, Inc., a Georgia corporation (the "Company"), I am furnishing this opinion in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") registering 750,000 shares of the Company's common stock, par value $0.50 per share, together with associated preferred stock purchase rights (the "Common Stock"), for issuance under the Company's Deferred Compensation Plan for Non-Employee Directors (the "Plan"). I have examined such records and documents and made such examination of law as I have deemed relevant in connection with this opinion. Based on the foregoing, I am of the opinion that the 750,000 shares of Common Stock covered by such Registration Statement, when issued in accordance with the terms of the Plan and the Prospectus forming a part of the Registration Statement, will be legally issued, fully-paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the above- referenced Registration Statement. Respectfully submitted, /s/ William E. Eason, Jr. ------------------------- William E. Eason, Jr.