EX-5.1 2 f69020ex5-1.txt OPINION OF MORRISON & FOERSTER 1 JDS UNIPHASE CORPORATION 210 BAYPOINTE PARKWAY SAN JOSE, CA 95134 EXHIBIT 5.1 MORRISON & FOERSTER LLP San Francisco, California February 6, 2001 JDS Uniphase Corporation 210 Baypointe Parkway San Jose, California 95134 Re: Epion Corporation 1996 Stock Option Plan Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") executed by you on February 6, 2001, and to be filed with the Securities and Exchange Commission (the "Commission") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of an aggregate of 121,176 shares of your common stock, $.001 par value (the "Common Stock"), which will be issuable under the above-referenced plan (the "Plan"). As your counsel in connection with the Registration Statement, we have examined the proceedings taken by you in connection with the assumption of the Plan by JDS Uniphase Corporation, and such documents as we have deemed necessary to render this opinion, in connection with the acquisition of Epion Corporation by JDS Uniphase Corporation. Based upon the foregoing, it is our opinion that the Common Stock, when issued and outstanding pursuant to the terms of the Plan, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ Morrison & Foerster LLP ---------------------------- MORRISON & FOERSTER LLP