Cisco Systems, Inc. – ‘S-8’ on 5/5/00 – EX-5

On:  Friday, 5/5/00, at 4:33pm ET   ·   Effective:  5/5/00   ·   Accession #:  891618-0-2549   ·   File #:  333-36414

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            7     38K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Opinion re: Legality                                   1      8K 
 3: EX-23.1     Consent of Experts or Counsel                          1      6K 
 4: EX-99.1     Miscellaneous Exhibit                                 10     43K 
 5: EX-99.2     Miscellaneous Exhibit                                  4     20K 
 6: EX-99.3     Miscellaneous Exhibit                                  2     13K 
 7: EX-99.4     Miscellaneous Exhibit                                  4     16K 

EX-5   —   Opinion re: Legality

EX-5
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 EXHIBIT 5

OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP

 May 5, 2000

Cisco Systems, Inc.                                                             
300 West Tasman Drive                                                           
San Jose, California  95134-1706                                                

Re: Cisco Systems, Inc. - Registration Statement for Offering of
176,070 Shares of Common Stock                          

Dear Ladies and Gentlemen:                                                      

We have acted as counsel to Cisco Systems, Inc., a California 
corporation (the "Company"), in connection with the registration on Form S-8    
(the "Registration Statement") under the Securities Act of 1933, as amended, of 
an aggregate of 176,070 shares of common stock (the "Shares") and related       
stock options under the Altiga Networks, Inc. 1998 Omnibus Stock Plan (the      
"Plan").                                                                        

      This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.                     

  We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the assumption of the Plan. 
Based on such review, we are of the opinion that if, as and when the Shares are 
issued and sold (and the consideration therefor received) pursuant to the       
provisions of option agreements duly authorized under the Plan, and in          
accordance with the Registration Statement, such Shares will be duly authorized,
legally issued, fully paid and nonassessable.                                   

   We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.                                                         

      This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or     
developments which hereafter may be brought to our attention and which may      
alter, affect or modify the opinion expressed herein. Our opinion is expressly  
limited to the matters set forth above and we render no opinion, whether by     
implication or otherwise, as to any other matters relating to the Company, the  
Plan, or the Shares.                                                            

                         Very truly yours,

                                          /s/ Brobeck Phleger & Harrison LLC

                                       BROBECK, PHLEGER & HARRISON LLP

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		5/5/00		425
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