EX-5.1 2 exh51-legalopinionxkibits.htm OPINION AND CONSENT OF FENWICK & WEST LLP. Exhibit 5.1January 7, 2014Cisco Systems, Inc.170 West Tasman DriveSan Jose, CA 95134-1706Dear Gentlemen/Ladies:At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Cisco Systems, Inc., a California corporation (“Cisco” or the “Company”), with the Securities and Exchange Commission (the “Commission”) on or about January 7, 2014 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 19,608 shares of Ciscos Common Stock (the “Shares”) subject to issuance by Cisco upon the exercise of stock options (the “Options”) granted under the Kibits Corp. 2011 Equity Incentive Plan (the “Plan”) and assumed by Cisco in accordance with the terms of an Agreement and Plan of Merger, dated as of December 16, 2013 (the “Merger Agreement”) by and among Cisco, Cougar Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Cisco, Kibits Corp., a Delaware corporation (“Kibits”) and the Stockholders Agent (as those capitalized terms are defined in the Merger Agreement). In rendering this opinion, we have examined such matters of law and fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following:(1)the Companys Restated Articles of Incorporation, filed with the California Secretary of State on January 18, 2001 and certified by the California Secretary of State on March 4, 2011, as filed with the Commission as an exhibit to the Form S-3 registration statement filed by the Company with the Commission on February 21, 2001 (the “Restated Articles”);(2)the Companys Amended and Restated Bylaws, as filed with the Commission as an exhibit to the Form 8-K filed by the Company with the Commission on October 4, 2012 (the “Restated Bylaws”);(3)the Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference;(4)the Prospectus prepared in connection with the Registration Statement;(5)the minutes of meetings and actions by written consent of the Companys Board of Directors at which, or pursuant to which, the Restated Articles and Restated Bylaws were approved and resolutions that a representative of the Company has represented 1to us were adopted at a meeting of the Compensation and Management Development Committee of the Companys Board of Directors assuming the Options;(6)the stock records that the Company has provided to us (consisting of (i) a report from the Companys transfer agent as to the outstanding shares of the Companys capital stock as of January 6, 2014 and a verbal confirmation from the Companys transfer agent as to the outstanding shares of the Companys capital stock on January 7, 2014; and (ii) a summary report from the Company as of January 6, 2014 of outstanding restricted stock units, options and warrants to purchase the Companys capital stock and stock reserved for issuance thereunder upon the exercise or settlement of restricted stock units, options and warrants to be granted in the future);(7)the Merger Agreement and all exhibits thereto, as well as the Certificate of Merger filed with the Delaware Secretary of State with respect to the Merger Agreement on December 16, 2013;(8)the Plan, and the forms of agreements used thereunder furnished to us by the Company (such forms of agreements, the “Plan Agreements”); (9)the forms of Ciscos Stock Option Assumption Agreements (the “Option Assumption Agreements”) to be used by the Company to assume the Options originally issued under the Plan and assumed by the Company under the Merger Agreement, as filed by the Company with the Commission as an exhibit to the Registration Statement; (10)a Certificate of Good Standing issued by the office of the Secretary of State of the State of California, on January 3, 2014 stating that the Company is a California corporation, in good standing (together with the certificate of good standing described in item 11 below, the “Certificates of Good Standing”); and(11)a Certificate of Good Standing from the California Franchise Tax Board, dated January 3, 2014, stating that the Company is in good standing with that agency.In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any such document and the due authorization, execution and delivery of all such documents wher