EXHIBIT 5


                                                             
[LOGO of Scientific Atlanta]     Scientific-Atlanta, Inc.          William E. Eason, Jr.
                                 Office of the General Counsel     Sr. Vice President, General Counsel
                                 5030 Sugarloaf Parkway            Telephone: (770) 903-5000
                                 Lawrenceville, Georgia  30044




March 13, 2001



Scientific-Atlanta, Inc.
5030 Sugarloaf Parkway
Lawrenceville, Georgia  30044

Re:        Registration Statement on Form S-8 for the Scientific-Atlanta, Inc.
           1996 Employee Stock Option Plan

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 5,000,000 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 1996 Employee Stock Option Plan (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 5,000,000 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.