EXHIBIT 5


                   [LETTERHEAD OF SCIENTIFIC-ATLANTIC, INC.]

     August 20, 2001



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

     Re:  Registration Statement on Form S-8 for the Long-Term Incentive Plan 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 6,000,000
     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 Long-Term Incentive Plan of the Company (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 6,000,000 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.