S-8

As filed with the Securities and Exchange Commission on August 17, 2010

Registration No. 333-        

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

Registration Statement under
the Securities Act of 1933

MRV COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	06-1340090
(State or other jurisdiction of incorporation or organization)	(IRS employer identification no.)

20415 Nordhoff Street

Chatsworth, CA 91311

(Address of principal executive offices)

Employment Inducement Stock Option Award for Dilip Singh, granted July 1, 2010

(Full title of the plan)*

*see explanatory note on following page

Corporation Service Company
2711 Centerville Road
Suite 400
Wilmington, DE 19808
800-222-2122

(Name and address, and telephone number, including area code, of agent for service)

Copies to:

Jennifer Hankes Painter, Esq.
Vice President, General Counsel
MRV Communications, Inc.
20415 Nordhoff Street
Chatsworth, CA 91311

Telephone: (818) 773-0900

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	o
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)(2)	Proposed maximum offering price per share(3)		Proposed maximum aggregate offering price(3)		Amount of Registration Fee
Common Stock, $0.0017 par value (the “Common Stock”)	1,750,000 shares	$	1.18	$	2,065,000	$	147.23

(1)Represents the number of shares subject to the Notice of Grant of Non-Qualified Stock Option Award, dated as of July 1, 2010 and the Terms and Conditions of Non-Qualified Stock Option Award for Dilip Singh (the “Stock Option”).  For more details, please see the explanatory note following this page.

(2)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding Common Stock as set forth in the Stock Option.

(3)The Proposed maximum offering price per share and Proposed maximum aggregate offering price are estimated in accordance with Rule 457(c) and (h) promulgated under the Securities Act solely for the purpose of calculating the amount of the registration fee, based on the average of the high and low sales prices per share of the Registrant’s Common Stock on the Pink OTC Markets Inc. on August 13, 2010.

EXPLANATORY NOTE

This Registration Statement is being filed by the Registrant to register shares issuable under a stand-alone inducement stock option award to purchase up to 1,750,000 shares of Common Stock granted on July 1, 2010 to the Registrant’s Chief Executive Officer.

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Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I will be sent or given to Dilip Singh as specified by Rule 428(b)(1) of the Securities Act.  Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.  These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference in this Registration Statement the following documents and information filed with the Commission:

(a) The Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as filed with the Commission on March 16, 2010, as amended by the Registrant’s Annual Report on Form 10-K/A filed with the Commission on April 6, 2010;

(b) The Quarterly Report filed on Form 10-Q for the quarterly period ended March 31, 2010, as filed with the Commission on May 10, 2010;

(c) The Current Reports on Form 8-K filed with the Commission on March 3, 2010, March 29, 2010, April 6, 2010, April 9, 2010, May 27, 2010, June 10, 2010 and July 29, 2010; and

(d) The description of the Common Stock contained in the Registration Statement on Form 8-A as filed with the Commission on June 8, 1992 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as amended by its Form 8-A/A as filed with the Commission on February 24, 1994, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.  Nothing in this Registration Statement shall be deemed to incorporate information furnished but not filed on a Current Report on Form 8-K.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Jennifer Hankes Painter, Vice President, General Counsel and Secretary of the Registrant, provides the opinion regarding the legal validity of the shares of Common Stock being registered for issuance on this

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Registration Statement.  As of the date of this filing, Ms. Painter has been granted options to purchase 285,467 shares of Common Stock which, as of August 17, 2010, are all unvested.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to officers, directors and other corporate agents in terms sufficiently broad to permit such indemnification under certain circumstances and subject to certain limitations. As permitted by Section 145 of the Delaware General Corporation Law, Article FOURTH, Paragraph 7 of the Registrant’s amended and restated certificate of incorporation provides for limitation of personal liability of directors of the Registrant as follows:

“To the maximum extent permitted by Section 102(b)(7) of the General Corporation Law of Delaware, a director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damage for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation or (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.”

In addition, as permitted by the Delaware General Corporation Law, Article IX of the bylaws of the Registrant provide that, among other things:

·The Registrant shall indemnify its directors and officers for serving the Registrant in those capacities or for serving other business enterprises at the Registrant’s request, to the fullest extent permitted by Delaware law, if such person (i) acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant, and (ii), with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. 

·The Registrant may, in its discretion, indemnify employees and agents in those circumstances where indemnification is not required by law.

The Registrant is required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such director or officer shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.  

·The Registrant will not be obligated pursuant to the bylaws to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings authorized by the Registrant’s board of directors or brought to enforce a right to indemnification.

·The rights conferred in the bylaws are not exclusive, and the Registrant is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons.

·The Registrant may not retroactively amend the bylaw provisions to reduce its indemnification obligations to directors, officers, employees and agents.

The Registrant also maintains directors and officers insurance to insure such persons against certain liabilities.

These indemnification provisions may be sufficiently broad to permit indemnification of the Registrant’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

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Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The Exhibits to this Registration Statement are listed in the Index to Exhibits and are incorporated herein by reference.

Item 9. Undertakings.

a.  The undersigned Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)    To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii)   To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

b.  The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

c.  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions described under Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,

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unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chatsworth, State of California, on this 17th day of August, 2010.

MRV COMMUNICATIONS, INC.
By:	/s/    Chris King
	Chris King Chief Financial Officer (Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Chris King and Jennifer Hankes Painter, each of them acting individually, his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that said attorneys-in-fact, or his or her substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Joan Herman	Chair of the Board	August 16, 2010
Joan Herman
/s/ Charles M. Gillman	Director	August 16, 2010
Charles M. Gillman
/s/ Michael E. Keane	Director	August 16, 2010
Michael E. Keane
/s/ Michael J. McConnell	Director	August 16, 2010
Michael J. McConnell
/s/ Igal Shidlovsky	Director	August 17, 2010
Igal Shidlovsky
/s/ Kenneth H. Shubin Stein	Director	August 16, 2010
Kenneth H. Shubin Stein, M.D.
	Director
Philippe Tartavull

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INDEX TO EXHIBITS

ExhibitNumber	Description
4.1	Notice of Grant of Non-Qualified Stock Option Award and Terms and Conditions of Non-Qualified Stock Option Award for Dilip Singh (filed herewith)
5.1	Opinion of Jennifer Hankes Painter, Vice President, General Counsel and Secretary (filed herewith)
23.1	Consent of Ernst & Young LLP, independent registered public accounting firm (filed herewith)
23.2	Consent of Jennifer Hankes Painter, Vice President, General Counsel and Secretary (included in Exhibit 5.1)
24.1	Power of Attorney (included on the signature page of this Registration Statement).

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EX-4.1

Exhibit 4.1

NOTICE OF GRANT OF NON-QUALIFIED STOCK OPTION AWARD

FOR GOOD AND VALUABLE CONSIDERATION, MRV Communications, Inc. (the “Company”) hereby grants to Dilip Singh (the “Optionee”), an option (the “Option”) to purchase the number of shares of Common Stock of the Company (the “Shares”) set forth in this Notice of Grant of Non-Qualified Stock Option Award (the “Notice”), subject to certain restrictions as outlined below in the Notice and the additional provisions set forth in the attached Terms and Conditions of Non-Qualified Stock Option Award (together with the Notice, the “Agreement”).  Section references herein refer to the attached Terms and Conditions of Non-Qualified Stock Option Award.  Capitalized terms not defined in the Notice shall have the meaning provided in Terms and Conditions of Non-Qualified Stock Option Award.

Date of Grant:	July 1, 2010	Type of Option:	Non-Qualified Stock Option
Exercise Price per Share:	$1.25	Expiration Date:	July 1, 2020
Total Number of Shares Granted:	1,750,000	Total Exercise Price:	$2,187,500

Vesting Schedule:  100% vested in full immediately prior to the close of business on June 30, 2011.

Vesting is accelerated in full upon a Change in Control under Section 2(c).

Upon a termination of employment, if the Option is unvested, it will expire immediately, except as provided in Section 2(d) upon a termination other than for Cause by the Company.

Exercise Period After Termination:

Termination of employment by the Company for Cause:  Any unexercised portion of the Option will be forfeited in its entirety (whether vested or unvested) in the event of your termination of employment by the Company for Cause.

Termination of employment other than by the Company for Cause:  If the Option has vested, the Option will remain exercisable until the earlier of (i) the Expiration Date of the Option or (ii) the fourth anniversary of the date of your termination of employment.

The Option shall not be exercised after the Expiration Date as provided above, unless extended under Section 2(a).

By signing below, the Optionee agrees to the terms and conditions set forth in the Agreement.

Dilip Singh	MRV Communications, Inc.
	By:
	Jennifer Hankes Painter, VP, General Counsel
Date:                   , 2010	Date:             , 2010

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TERMS AND CONDITIONS OF NON-QUALIFIED STOCK OPTION AWARD

1.Grant of Option.  The Option granted to the Optionee and described in the Notice of Grant of Non-Qualified Stock Option Award (the “Notice”) is subject to the terms and conditions of these Terms and Conditions of Non-Qualified Stock Option Award (together with the Notice, the “Agreement”).

The Board of Directors approved the Option, conditioned upon the Optionee’s acceptance of the provisions set forth in the Agreement within 30 days after the Agreement is presented to the Optionee for review.  The Option is intended to be an employment inducement award and is not intended to be a stock option award under any stock incentive plan adopted by the Company, including the Company’s 2007 Omnibus Incentive Plan.

2.Exercise of Option.

(a)Right to Exercise.  The Option shall be exercisable, in whole or in part, during its term in accordance with the Vesting Schedule and the terms and conditions set forth in the Agreement.  No Shares shall be issued pursuant to the exercise of the Option unless the issuance and exercise comply with applicable laws.  Assuming such compliance, for income tax purposes, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.  The Committee may, in its discretion, (i) accelerate vesting of the Option or (ii) extend the applicable exercise period (but not beyond the Expiration Date).

(b)Method of Exercise.  The Optionee may exercise the Option by delivering a written exercise notice in a form approved by the Company (or by such other method as the Company may establish, from time to time, and so instruct the Optionee as to use) (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company.  The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Shares exercised consistent with Section 3.  The Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.  In the event that any Common Stock shall be transferred to the Company to satisfy all or any part of the Exercise Price, the part of the Exercise Price deemed to have been satisfied by such transfer of Common Stock shall be equal to the product derived by multiplying the Fair Market Value as of the date of exercise times the number of shares of Common Stock transferred to the Company.  The Optionee may not transfer to the Company in satisfaction of the Exercise Price any fractional share of Common Stock.

(c)Acceleration of Vesting on Change in Control.  In the event of a Change in Control, if the Option is not previously vested or terminated under the terms of the Agreement on the date of the Change in Control, it shall be immediately and fully vested and exercisable; provided, however, that no acceleration of vesting shall occur if any Change in Control results from the Optionee’s beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Common Stock or Company Voting Securities.

(d)Acceleration of Vesting upon Termination of Employment Not for Cause.  If, prior to the Vesting Date, the Optionee’s employment with the Company is terminated by the Company other than for Cause, the Option shall be immediately and fully vested and exercisable.

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3.Method of Payment.  If the Optionee elects to exercise the Option by submitting the Exercise Notice under Section 2(b) of the Agreement, the aggregate Exercise Price (as well as any applicable withholding or other taxes) shall be paid by cash or check; provided, however, that the Committee may consent, in its discretion, to payment in any of the following forms, or a combination of them, when such payment is made consistent with Section 2(b):

(a)cash or check;

(b)consideration received by the Company under a formal cashless exercise program adopted by the Company;

(c)surrender of other Shares owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price covering the portion of the Option being exercised and any applicable withholding; or

(d)any other consideration that the Committee deems appropriate and in compliance with applicable law.

4.Term of Option.  This Option may be exercised only within the term set out in the Notice, and may be exercised during such term only in accordance with the terms of the Agreement.

5.Withholding.

(a)The Company shall be entitled, if the Committee deems it necessary or desirable, to withhold (or secure payment from the Optionee in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any amount payable and/or Shares issuable under the Option, and the Company may defer issuance of the Shares upon exercise of the Option unless indemnified to its satisfaction against any liability for any such tax.

(b)Subject to any rules prescribed by the Committee, the Optionee shall have the right to elect to meet any withholding requirement (i) by having withheld from the Option at the appropriate time that number of whole Shares whose Fair Market Value is equal to the amount of any taxes required to be withheld with respect to the Option, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to the Option or (iii) by a combination of Shares and cash.

6.Optionee Representations.  The Optionee hereby represents to the Company that the Optionee has read and fully understands the provisions of the Agreement and the Optionee’s decision to accept the Option is completely voluntary.  Further, the Optionee acknowledges that the Optionee is relying solely on his own advisors with respect to the tax consequences of the Option.

7.Restrictions on Exercise.  Notwithstanding the other provisions of the Agreement, no option exercise or issuance of Shares pursuant to the Agreement shall be effective if (i) the Shares reserved under the Agreement are not subject to an effective registration statement at the time of such exercise or issuance, or otherwise eligible for an exemption from registration, or (ii) the Company determines in good faith that such exercise or issuance would violate any Company policy or applicable securities or other law or regulation.

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8.Definitions.

For the purpose of the Agreement, capitalized terms shall have the following meanings:

(a)Beneficiary means an individual, trust or estate who or which, by a written designation of the Optionee filed with the Company, or if no such written designation is filed, by operation of law, succeeds to the rights and obligations of the Optionee under the Agreement upon the Optionee’s death.

(b)Board means the Board of Directors of the Company.

(c)Cause means (i) the Optionee’s willful misconduct or gross negligence which, in the good faith judgment of the Board, has a material adverse impact on the Company (either economically or on its reputation); (ii) the Optionee’s conviction of, or pleading of guilty or nolo contendere to, a felony (or equivalent outside of the United States) or any crime involving fraud or material dishonesty; (iii) the Optionee’s failure to attempt in good faith to perform the Optionee’s duties or to follow the legal direction of the Board, which failure is not remedied within 30 days of written notice from the Board specifying the details thereof; and (iv) any other material breach by the Optionee of the Letter Agreement between the Company and the Optionee, dated June 8, 2010, the Company’s written code of conduct, written code of ethics or other written policy that is not remedied within 30 days of written notice from the Board specifying the details thereof.

(d)Change in Control means, and shall be deemed to have occurred upon the occurrence of, any one of the following events:

(i)  The acquisition in one or more transactions, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than the Company, a Subsidiary or any employee benefit plan (or related trust) sponsored or maintained by the Company or a Subsidiary, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of Company Voting Securities in excess of 25% of the Company Voting Securities unless such acquisition has been approved by the Board;

(ii)  Any election has occurred of persons to the Board that causes two-thirds of the Board to consist of persons other than (x) persons who were members of the Board on the effective date of the Plan and (y) persons who were nominated for elections as members of the Board at a time when two-thirds of the Board consisted of persons who were members of the Board on the effective date of the Plan, provided, however, that any person nominated for election by a Board at least two-thirds of whom constituted persons described in clauses (x) and/or (y) or by persons who were themselves nominated by such Board shall, for this purpose, be deemed to have been nominated by a Board composed of persons described in clause (x);

(iii)  The consummation (i.e., closing) of a reorganization, merger or consolidation involving the Company, unless, following such reorganization, merger or consolidation, all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Common Stock and Company Voting Securities immediately prior to such reorganization, merger or consolidation, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than seventy five percent (75%) of, respectively, the then outstanding shares of common

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stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or trustees, as the case may be, of the entity resulting from such reorganization, merger or consolidation in substantially the same proportion as their ownership of the Outstanding Common Stock and Company Voting Securities immediately prior to such reorganization, merger or consolidation, as the case may be;

(iv)  The consummation (i.e., closing) of a sale or other disposition of all or substantially all the assets of the Company, unless, following such sale or disposition, all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Common Stock and Company Voting Securities immediately prior to such reorganization, merger or consolidation, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than seventy five percent (75%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or trustees, as the case may be, of the entity purchasing such assets in substantially the same proportion as their ownership of the Outstanding Common Stock and Company Voting Securities immediately prior to such sale or disposition, as the case may be; or

(v)  a complete liquidation or dissolution of the Company.

(e)Code means the Internal Revenue Code of 1986, as amended. References to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes said section.

(f)Committee means the Compensation Committee of the Board or the Board, in the discretion of the Board.

(g)Common Stock means Common Stock of the Company, par value $0.0017 par value per share.

(h)Company has the meaning set forth in the Notice.

(i)Company Voting Securities means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of directors to the Board.

(j)Exchange Act means the Securities Exchange Act of 1934, as amended.

(k)Exercise Price means $1.25 per Share that is subject to the Option.

(l)Fair Market Value means, on any date, (i) the closing sale price of a share of Common Stock, as reported on the Composite Tape for New York Stock Exchange Listed Companies (or other established stock exchange or market on which the Common Stock is regularly traded) on such date or, if there were no sales on such date, on the last date preceding such date on which a sale was reported; (ii) if the Common Stock is not listed for trading on an established stock exchange, but a regular, active public market for the Common Stock exists (as determined in the sole discretion of the Committee or Board, whose discretion shall be conclusive and binding), the average of the closing bid and ask quotations per share of Common Stock in the over-the-counter (“OTC”) market for such shares on such date or, if no

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quotations are available on such date, on the last date preceding such date on which a quotation was reported; or (iii) if shares of Common Stock are not listed for trading on an established stock exchange or quoted on the OTC, Fair Market Value shall be determined by the Committee in good faith.

(m)Merger means any merger, reorganization, consolidation, exchange, transfer of assets or other transaction having similar effect involving the Company.

(n)Non-Qualified Stock Option means a stock option which is not a stock option within the meaning of Section 422 of the Code.

(o)Option means the option to purchase the Shares set forth in the Notice.

(p)Optionee has the meaning set forth in the Notice.

(q)Outstanding Common Stock means, at any time, the issued and outstanding shares of Common Stock.

(r)Securities Act means the Securities Act of 1933, as amended.

(s)Shares has the meaning set forth in the Notice.

(t)Subsidiary means a subsidiary of the Company within the meaning of Section 424(f) of the Code.

(u)Vesting Schedule has the meaning set forth in the Notice.

9.Miscellaneous.

(a)Limitation on Transfer.  The Optionee’s rights and interest under the Agreement may not be assigned or transferred other than by will or the laws of descent and distribution, and during the lifetime of the Optionee, only the Optionee personally (or the Optionee’s personal representative) may exercise rights under the Agreement.  The Optionee’s Beneficiary may exercise the Optionee’s rights to the extent they are exercisable under the Agreement following the death of the Optionee.  The terms of the Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

(b)Adjustments to Reflect Capital Changes.

(i) Recapitalization.  The number of Shares subject to the Option and the Exercise Price for such Shares shall be appropriately adjusted to reflect any stock dividend, stock split, combination or exchange of Shares, merger, consolidation or other change in capitalization with a similar substantive effect upon the Option.  The Committee shall have the power and sole discretion to determine the amount of the adjustment to be made in each case.

(ii) Merger.  After any Merger in which the Company is the surviving corporation, the Optionee shall, at no additional cost, be entitled upon any exercise of the Option, in lieu of the number of Shares exercisable pursuant to the Option, the number and class of shares or other securities to which the Optionee would have been

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entitled pursuant to the terms of the Merger if, at the time of the Merger, the Optionee had been the holder of record of a number of Shares equal to the number of Shares exercisable pursuant to the Option.  Comparable rights shall accrue to the Optionee in the event of successive Mergers of the character described above.

(iii)  Options to Purchase Shares or Stock of Acquired Companies.  After any Merger in which the Company or a Subsidiary shall be a surviving corporation, the Committee may grant substituted options under the Agreement, pursuant to Section 424 of the Code, replacing old options granted under a plan of another party to the Merger whose shares or stock subject to the old options may no longer be issued following the Merger.  The foregoing adjustments and manner of application of the foregoing provisions shall be determined by the Committee in its sole discretion.  Any such adjustments may provide for the elimination of any fractional shares which might otherwise become subject to the Option.

(c)Notices.  All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under the Agreement shall be in writing and shall be either delivered personally or sent by registered or certified mail, or by private courier, return receipt requested, postage prepaid to the parties at their respective addresses set forth herein, or to such other address as either shall have specified by notice in writing to the other.  Notice shall be deemed duly given hereunder when delivered or mailed as provided herein.

(d)Waiver.  The waiver by any party hereto of a breach of any provision of the Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

(e)Entire Agreement.  The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.

(f)Binding Effect; Successors.  The Agreement shall inure to the benefit of and be binding upon the parties hereto and to the extent not prohibited herein, their respective heirs, successors, assigns and representatives.  Nothing in the Agreement, express or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.

(g)Governing Law.  The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

(h)Headings.  The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of the Agreement.

(i)Rights as a Stockholder.  An Optionee or a transferee of an Option pursuant to Section 9(a) shall have no rights as a stockholder with respect to Shares covered by the Option until the Optionee or transferee shall have become the holder of record of any such Shares, and no adjustment shall be made for dividends in cash or other property or distributions or other rights with respect to any such Shares for which the record date is prior to the date on which the Optionee or a transferee of the Option shall have become the holder of record of any

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such Shares covered by the Option; provided, however, that the Optionee is entitled to Share adjustments to reflect capital changes under Section 9(b).

(j)No Right to Continued Employment.  Nothing in the Agreement shall confer upon the Optionee any right to continue in the employ or service of the Company or affect the right of the Company to terminate the Optionee’s employment or service at any time.

(k)Not Includable for Benefit Purposes.  Payments received by the Optionee pursuant to the Option shall not be included in the determination of benefits under any pension, group insurance or other benefit plan, applicable to the Optionee which is maintained by the Company or any of its Subsidiaries, except as may be provided under the terms of such plans or determined by the Board.

(l)Authority for Interpretation of Agreement.  The Committee shall have exclusive and final authority in each determination, interpretation or other action affecting the Option and the Agreement.  The Committee shall have the sole discretionary authority to impose such conditions and restrictions on the Option as it determines appropriate, and to take such steps in connection with the Option granted hereunder as it may deem necessary or advisable.  Actions taken by the Committee under this Section 10(l) shall comply with Section 16(b) of the Exchange Act, the performance-based provisions of Section 162(m) of the Code, and the regulations promulgated under each of such statutory provisions, or the respective successors to such statutory provisions or regulations, as in effect, from time to time, to the extent applicable.

(m)Further Assurances.  The Optionee agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Agreement.

(n)No Strict Construction.  No rule of strict construction shall be implied against the Company, the Committee, or any other person in the interpretation of any of the terms of the Agreement.

(o)Modification of Option.  The Option may not be modified (unless such modification does not materially decrease the value of the Option) after the date of grant except by express written agreement between the Company and the Optionee, and provided that any such change shall be approved by the Committee.

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EX-5.1

Exhibit 5.1

August 16, 2010

MRV Communications, Inc.

20415 Nordhoff Street

Chatsworth, California 91311

Re:Registration Statement on Form S-8

Ladies and Gentlemen:

I have acted as counsel for MRV Communications, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a registration statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 1,750,000 shares (the “Shares”) of the Company’s common stock, par value $0.0017, per share (the “Common Stock”), which are not reserved under a stockholder-approved equity plan, but are granted under terms identical to those of the Company’s 2007 Omnibus Incentive Plan (the “Plan”).

This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

For purposes of rendering that opinion, I have examined the Registration Statement, the Company’s Certificate of Incorporation, as amended, Bylaws, as amended, the Letter Agreement, dated June 8, 2010, by and between the Company and Dilip Singh, the Notice of Grant of Non-Qualified Stock Option Award, dated as of July 1, 2010, by and between the Company and Dilip Singh and the Terms and Conditions of Non-Qualified Stock Option Award (together, the “Grant Agreement”) and the corporate actions of the Company, and I have made such other investigation as I have deemed appropriate.  I have examined and relied upon certificates of public officials.  I have not independently established any of the facts so relied on.  I have also assumed that all of the Shares eligible for issuance under Grant Agreement following the date hereof will be issued for not less than par value.

In rendering my opinion, I have made assumptions that are customary in opinion letters of this kind, including the assumptions of the genuineness of all signatures on original documents, the authenticity of all documents as originals, and the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof.  I have not verified any of those assumptions.

My opinion set forth below is limited to the federal laws of the United States and the Delaware General Corporation Law, including the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting that law.  I note, however, that I am not licensed to practice law in the State of Delaware.  I am not opining on, and I assume no responsibility for, the applicability to or effect on any of the matters covered herein of any other laws, the laws of any other jurisdiction or the local laws of any jurisdiction.  The foregoing opinions are rendered as of the date of this letter.  I assume no obligation to update or supplement any of such opinions to reflect any changes of law or fact that may occur.

Based on the foregoing and in reliance thereon, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, I am of the opinion that when the Registration Statement has become effective under the Securities Act, the Shares are duly authorized for issuance by the Company and, when issued and paid for in accordance with the terms of the Grant Agreement and the Registration Statement, will be validly issued, fully paid, and nonassessable.

I am furnishing this opinion letter to you solely in connection with the Registration Statement.  You may not rely on this opinion letter in any other connection, and it may not be furnished to or relied upon by any other person for any purpose, without my specific prior written consent.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to me under Item 5 of the Registration Statement.

Yours truly,

/s/ Jennifer Hankes Painter

Jennifer Hankes Painter

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EX-23.1

Exhibit 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Employment Inducement Stock Award for Dilip Singh, granted July 1, 2010, of our report dated March 16, 2010, except for Notes 1, 3 and 21, as to which the date is April 6, 2010, with respect to the consolidated financial statements of MRV Communications, Inc., and our report dated March 16, 2010, except for the effects of the material weakness described in the fifth paragraph, as to which the date is April 6, 2010, with respect to the effectiveness of internal control over financial reporting of MRV Communications, Inc., included in its Annual Report (Form 10-K/A) for the year ended December 31, 2009, filed with the Securities and Exchange Commission.

Los Angeles, California /s/ Ernst & Young LLP

August 17, 2010