EX-5.1 2 w78101exv5w1.htm EX-5.1 exv5w1
EXHIBIT 5.1
         
(CIENA LOGO)
 
1201 Winterson Road
Linthicum, Maryland 21090-2205
   
     
       
       
  410 694 5700 phone   David M. Rothenstein
  410 694 5750 fax   Senior Vice President & General Counsel
 
  www.ciena.com   Phone:410.981.7303
 
      Fax: 410.865.8001
 
      Email: drothens@ciena.com
April 16, 2010
Board of Directors
Ciena Corporation
1201 Winterson Road
Linthicum, Maryland 21090
Ladies and Gentlemen:
     This opinion letter is furnished to you to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the registration statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission relating to the registration of 5,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), issuable under the Ciena Corporation 2008 Omnibus Incentive Plan (the “Plan”) as a result of the Amendment to the Plan dated April 14, 2010. For purposes of this opinion letter, I have examined such records, documents and proceedings as I have deemed relevant and necessary as a basis for the opinion expressed herein.
     This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. I express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the term “Delaware General Corporation Law, as amended” includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.
     Based upon, subject to and limited by the foregoing, I am of the opinion that when issued in accordance with the terms of the Plan and the option agreements issued under the Plan, the Shares will be validly issued, fully paid, and nonassessable.
     This opinion letter has been prepared for your use in connection with the Registration Statement. I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not thereby admit that I am an “expert” within the meaning of the Securities Act of 1933, as amended.
         
  Very truly yours,  
 
 
  /S/ David M. Rothenstein  
  David M. Rothenstein
Senior Vice President, General Counsel and Secretary