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our annual report on Form 10-K for the year ended July 1, 2001;

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our quarterly reports on Form 10-Q for the quarters ended March 31, 2002, December 31, 2001 and September 30, 2001;

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our current reports on Form 8-K filed on April 29, 2002, February 20, 2002, December 13, 2001, November 30, 2001, November 2, 2001, and October 23, 2001;

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our definitive proxy statement on Schedule 14A filed October 16, 2001; and

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our registration statement on Form S-1, filed February 5, 1999, which contains a description of our common stock.

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High performance: Our products provide Gigabit Ethernet and Fast Ethernet together with, non-blocking, wire-speed Layer 3 switching.

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Simplicity and consistency: Our products share the same hardware, software, and management architecture. This allows businesses to build a consistent end-to-end network that shares a common set of features, performance, and management capabilities, making our networks easier to manage and administer, and reducing the overall cost of network ownership.

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Scalability: Our products offer high speed and bandwidth with the capability to scale networks to support demanding applications in the future.

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Policy-Based Quality of Service: Our Policy-Based Quality of Service, or QoS, allows network managers to allocate and prioritize the bandwidth for specific applications and computer users. Accordingly, mission-critical traffic, such as e–commerce transactions, can receive more bandwidth and higher priority than less important traffic.

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Securities offered

In December 2001, we sold $200,000,000 aggregate principal amount of 3.5% convertible subordinated notes due December 1, 2006, and shares of common stock issuable upon conversion of the notes.

Offering price

100% of the principal amount of the notes plus accrued interest, if any.

Interest

We will pay interest on the notes semi-annually on June 1 and December 1 of each year, commencing June 1, 2002.

Conversion

The notes are convertible at the option of the holder into shares of our common stock at a conversion rate of 47.7213 shares of common stock per $1,000 principal amount of notes. This is equivalent to a conversion price of approximately $20.96 per share. The conversion rate is subject to adjustment in certain events. The notes are convertible at any time before the close of business on the maturity date, unless we have previously redeemed or repurchased the notes. Holders of notes called for redemption or submitted for repurchase are entitled to convert the notes up to the close of business on the business day immediately preceding the date fixed for redemption or repurchase, as the case may be. See “Description of Notes—Conversion Rights.”

Subordination

The notes are subordinated to our present and future “senior debt,” as that term is defined in “Description of the Notes—Subordination.” The notes are also effectively subordinated in right of payment to all indebtedness and other liabilities of our subsidiaries. As of March 31, 2002, the aggregate amount of Extreme Networks’ outstanding senior debt was approximately $91.0 million and the aggregate amount of indebtedness and other liabilities of Extreme Networks’ subsidiaries was approximately $14.7 million, excluding intercompany liabilities and deferred revenue. The indenture under which the notes were issued does not restrict the incurrence of senior debt by us or the incurrence of other indebtedness or liabilities by us or any of our subsidiaries. See “Description of Notes—Subordination.”

Global note; Book-entry system

The notes were issued in fully registered form without interest coupons and in minimum denominations of $1,000. The notes are evidenced by one or more global notes deposited with the trustee for the notes, as custodian for DTC. Beneficial interests in the global note is shown on, and transfers of those beneficial interest can only be made through, records maintained by DTC and its participants. See “Description of Notes—Form, Denomination, Transfer, Exchange and Book-Entry Procedures.”

Optional redemption by Extreme Networks

We may redeem the notes, at our option, in whole or in part, on or after December 5, 2004, at the redemption prices set forth in this registration statement plus accrued and unpaid interest to, but excluding, the redemption date. See “Description of Notes—Optional Redemption by Extreme Networks.”

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Repurchase at option of holders  upon a change in control

Upon a “change in control,” as that term is defined in “Description of Notes—Repurchase at Option of Holders Upon a Change in Control,” you have the right, subject to certain conditions and restrictions, to require us to repurchase your notes, in whole or in part, at 100% of their principal amount, together with interest accrued but unpaid to, but excluding, the repurchase date. The repurchase price is payable in cash or, at our option, and subject to certain conditions, in shares of common stock. If we pay the repurchase price in common stock, the common stock will be valued at 95% of the average closing sales prices of the common stock for the five trading days preceding and including the third trading day prior to the repurchase date. See “Description of Notes—Repurchase at Option of Holders Upon a Change in Control.”

Use of proceeds

We will not receive any of the proceeds from the sale by any selling securityholders of the notes or the underlying common stock.

Events of default

The following are events of default under the indenture for the notes:

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we fail to pay principal of or any premium on any note when due, whether or not the payment is prohibited by the subordination provisions of the indenture;

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we fail to pay any interest, including liquidated damages, on any note when due and that default continues for 30 days, whether or not the payment is prohibited by the subordination provisions of the indenture;

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we fail to provide the notice that we are required to give in the event of a “change in control;”

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we fail to perform any other covenant in the indenture and that failure continues for 60 days after written notice to us by the trustee or the holders of at least 25% in aggregate principal amount of outstanding notes;

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we or any of our significant subsidiaries fail to pay when due, either at its maturity or upon acceleration thereof, any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, in excess of $30.0 million if the indebtedness is not discharged, or the acceleration is not annulled, within 30 days after written notice to us by the trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes; and

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events of bankruptcy, insolvency or reorganization with respect to us or any of our subsidiaries specified in the indenture.

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Registration rights

We have agreed to file this shelf registration statement with respect to the resale of the notes and the sale of the shares of common stock issuable upon conversion of the notes. If we fail to comply with certain of our obligations under a registration rights agreement, liquidated damages will be payable on the notes and the common stock issued upon conversion of the notes. See “Description of Notes—Registration Rights.”

Trading of notes; Listing of common stock

The notes are eligible for trading in The PortalSM Market of the National Association of Securities Dealers, Inc. The common stock is quoted on the Nasdaq National Market under the symbol “EXTR.”

Governing law

The indenture, the notes, and the registration rights agreement are governed by the laws of the State of New York.

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changes in general and/or specific economic conditions in the networking industry;

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seasonal fluctuations in demand for our products and services, particularly in Asia and Europe;

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our ability to accurately forecast demand for our products, which in the case of lower-than-expected sales may result in excess or obsolete inventory in addition to non-cancelable purchase commitments for component parts;

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unexpected product returns or the cancellation or rescheduling of orders;

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our ability to develop, introduce, ship and support new products and product enhancements and manage product transitions;

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announcements and new product introductions by our competitors;

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our ability to develop and support relationships with enterprise customers, service providers and other potential large customers;

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our ability to achieve targeted cost reductions;

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our ability to obtain sufficient supplies of sole or limited-source components for our products on a timely basis;

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increases in the prices of the components that we purchase;

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decreases in the prices of the products that we sell;

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our ability to achieve and maintain desired production volumes and quality levels for our products;

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the mix of products sold and the mix of distribution channels through which products are sold;

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costs relating to possible acquisitions and the integration of technologies or businesses; and

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the effect of amortization of goodwill, deferred compensation, and purchased intangibles resulting from existing or new transactions.

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the demand for switching products (Gigabit Ethernet and Layer 3 switching technologies in particular) in the enterprise, service provider and MAN markets;

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the performance, price and total cost of ownership of our products;

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the availability and price of competing products and technologies;

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our ability to match supply with demand for certain products; and

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the success and development of our resellers, distributors and field sales channels.

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our service provider and enterprise customers can stop purchasing and our resellers and distributors can stop marketing our products at any time;

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our reseller agreements are non-exclusive and are for one-year terms, with no obligation upon the resellers to renew the agreements; and

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our reseller, distributor and end-user customer agreements generally do not require minimum purchases.

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the risk that budgetary constraints and internal acceptance reviews by customers will result in the loss of potential sales;

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the risk of substantial variation in the length of the sales cycle from customer to customer, making decisions on the expenditure of resources difficult to assess;

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the risk that we may incur substantial sales, marketing and service expenses and expend significant management time in an attempt to initiate or increase the sale of products to customers, but not succeed; and

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the risk that, if a sales forecast from a specific customer for a particular quarter is not achieved in that quarter, we may be unable to compensate for the shortfall, which could harm our operating results.

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ASICs;

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microprocessors;

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programmable integrated circuits;

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selected other integrated circuits;

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cables;

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custom power supplies; and

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custom-tooled sheet metal.

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flash memories;

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dynamic and static random access memories, or DRAMs and SRAMs, respectively; and

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printed circuit boards.

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stop selling our products that incorporate the challenged intellectual property;

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obtain a license to sell or use the relevant technology, which license may not be available on reasonable terms or available at all;

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pay damages; or

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redesign those products that use the disputed technology.

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longer accounts receivable collection cycles;

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difficulties in managing operations across disparate geographic areas;

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difficulties associated with enforcing agreements through foreign legal systems;

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the payment of operating expenses in local currencies, which exposes us to risks of currency fluctuations;

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import or export requirements;

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difficulty in safeguarding intellectual property;

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political and economic turbulence;

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potential adverse tax consequences; and

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unexpected changes in regulatory requirements, including export restrictions.

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issue equity securities which would dilute current stockholders’ percentage ownership;

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incur substantial debt;

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assume contingent liabilities; or

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expend significant cash.

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difficulties in the assimilation of acquired operations, technologies or products;

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unanticipated costs associated with the acquisition or investment transaction;

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the diversion of management’s attention from other business concerns;

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adverse effects on existing business relationships with suppliers and customers;

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risks associated with entering markets in which we have no or limited prior experience;

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the potential loss of key employees of acquired organizations;

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substantial charges for the amortization of certain purchased intangible assets, deferred stock compensation or similar items; and

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impairment charges taken in the future for goodwill amounts that cannot be supported in future periods.

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(1)

For purposes of computing the ratio of earnings to fixed charges, earnings consist of income before provision for income taxes plus fixed charges. Fixed charges consist of interest charges and that portion of rental expense that we believe to be representative of interest. Earnings were inadequate to cover fixed charges in fiscal 2001 and for the nine months ended March 31, 2001 and March 31, 2002.

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only in fully registered form;

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without interest coupons; and

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in denominations of $1,000 and greater multiples thereof.

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DTC notifies us that it is unwilling, unable or no longer qualified to continue acting as the depositary for the global note; or

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an event of default with respect to the notes represented by the global note has occurred and is continuing.

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you cannot get notes registered in your name if they are represented by the global note;

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you cannot receive physical certificated notes in exchange for your beneficial interest in the global notes;

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you will not be considered to be the owner or holder of the global note or any note it represents for any purpose; and

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all payments on the global note will be made to DTC or its nominee.

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DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a clearing corporation within the meaning of the Uniform Commercial Code, as amended, and a clearing agency registered pursuant to the provisions of Section 17A of the Exchange Act;

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DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants;

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Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations;

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Certain participants, or their representatives, together with other entities, own DTC; and

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Indirect access to the DTC System is available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

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dividends and other distributions payable in our common stock on shares of our capital stock;

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the issuance to all holders of our common stock of rights, options or warrants entitling them to subscribe for or purchase our common stock at less than the then current market price of such common stock as of the record date for stockholders entitled to receive such rights, options or warrants, provided that the conversion price will be readjusted to the extent that such rights, options or warrants are not exercised prior to their expiration;

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subdivisions, combinations and reclassifications of our common stock;

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distributions to all holders of our common stock of evidences of our indebtedness, shares of capital stock, cash or assets, including securities, but excluding:

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those dividends, rights, options, warrants and distributions referred to above;

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dividends and distributions paid exclusively in cash; and

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distributions upon mergers or consolidations discussed below;

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distributions consisting exclusively of cash, excluding any cash portion of distributions referred to immediately above, or cash distributed upon a merger or consolidation to which the next succeeding bullet point applies, to all holders of our common stock in an aggregate amount that, combined together with:

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other all-cash distributions made within the preceding 365–day period in respect of which no adjustment has been made; and

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any cash and the fair market value of other consideration payable in connection with any tender offer by us or any of our subsidiaries for our common stock concluded within the preceding 365–day period in respect of which no adjustment has been made,

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the successful completion of a tender offer made by us or any of our subsidiaries for our common stock which involves an aggregate consideration that, together with:

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any cash and other consideration payable in a tender offer by us or any of our subsidiaries for our common stock expiring within the 365-day period preceding the expiration of that tender offer in respect of which no adjustment has been made; and

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the aggregate amount of all cash distributions referred to above to all holders of our common stock within the 365-day period preceding the expiration of that tender offer in respect of which no adjustments have been made,

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any credit or loan agreement, note, bond, debenture or other written obligation;

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our incurring obligations for money borrowed;

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any note or similar instrument issued by us in connection with the acquisition of any businesses, properties or assets of any kind;

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our leasing real or personal property:

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under leases if all or portion of the lessee’s rental obligations are required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles; or

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under leases, participation agreements, guarantees or similar documents entered into by us in connection with the leasing or real or personal property by us or any of our subsidiaries which provides that we are contractually obligated to purchase or cause a third party to purchase the leased property for a fixed price or otherwise guarantee a residual value of leased property to the lessor or a third party, whether or not such lease is properly classified as an operating or capital lease in accordance with generally accepted accounting principles;

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any interest rate and currency swaps, caps, floors, collars, hedge agreements, forward contracts of similar agreements of arrangements;

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any letter of credit, bankers’ acceptances and similar facilities, including reimbursement obligations with respect to the foregoing;

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any deferred purchase price of property or services;

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all obligations of the type referred to in the above clauses of another person and any dividends of another person, the payment of which, in either case, we have assumed or guaranteed, or for with we are responsible or liable, directly or indirectly, jointly or severally, as obligor, guarantor or otherwise, or which are secured by a lien on our property; and

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renewals, extensions, modifications, replacements, restatements and refunding of, or any indebtedness or obligation issued in exchange for, any such indebtedness or obligation described in the above clauses of this definition.

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the notes;

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any other indebtedness or obligation if its terms or the terms of the instrument under which or pursuant to which it is issued expressly provide that it is not superior in right of payment to the notes; or

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any trade accounts payable or accrued liabilities arising in the ordinary course of business.

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we default in our obligations to pay principal, premium, interest or other amount on our designated senior debt, including a default under any redemption or repurchase obligation, and the default continues beyond any applicable grace period that we may have to make these payments; or

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any other default occurs and is continuing on any designated senior debt; and

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the default permits the holders of the designated senior debt to accelerate its maturity; and

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the trustee has received a payment blockage notice from us, the holder of such debt or such other person permitted to give such notice under the indenture.

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the date the nonpayment default is cured or waived or ceases to exist; or

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179 days after the payment blockage notice is received.

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365 days have elapsed since the initial effectiveness of the immediately prior payment blockage notice; and

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all scheduled payments of principal, any premium and interest with respect to the notes that have come due have been paid in full in cash.

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any acceleration of the principal on the notes as a result of any event of default of the notes; or

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any payment or distribution of our assets to creditors upon any dissolution, winding up, liquidation or reorganization, whether voluntary or involuntary, marshaling of assets, assignment for the benefit of creditors, or in bankruptcy, insolvency, receivership or other similar proceedings.

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any aspect of DTC’s records or any participant’s or indirect participant’s records relating to or payments made on account of beneficial ownership interests in the global note, or for maintaining, supervising or reviewing any of DTC’s records or any participant’s or indirect participant’s records relating to the beneficial ownership interests in the global note; or

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any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

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any person acquires beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of our capital stock entitling the person to exercise 50% or more of the total voting power of all shares of our capital stock that is entitled to vote generally in elections of directors, other than an acquisition by us, any of our subsidiaries or any of our employee benefit plans; or

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we merge or consolidate with or into any other person, any merger of another person into us or we convey, sell, transfer or lease all or substantially all of our assets to another person, other than any such transaction:

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that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of our capital stock; and

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pursuant to which the holders of 50% or more of the total voting power of all shares of our capital stock entitled to vote generally in elections of directors immediately prior to such transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after such transaction; or

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any transaction which is effected solely to change our jurisdiction of incorporation and results in a reclassification, conversion or exchange of outstanding shares of our common stock into solely shares of common stock.

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the closing price per share of our common stock for any five trading days within the period of 10 consecutive trading days ending immediately after the later of the change in control or the public announcement of the change in control, in the case of a change in control relating to an acquisition of capital stock, or the period of 10 consecutive trading days ending immediately before the change in control, in the case of change in control relating to a merger, consolidation or asset sale, equals or exceeds 105% of the conversion price of the notes in effect on each of those trading days; or

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all of the consideration, excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights, in a merger or consolidation otherwise constituting a change of control under the first and second bullet points in the preceding paragraph above consists of shares of common stock, depository receipts or other certificates representing common equity interests traded on a national securities exchange or quoted on the Nasdaq National Market, or will be so traded or quoted immediately following such merger or consolidation, and as a result of such merger or consolidation the notes become convertible solely into such common stock, depository receipts or other certificates representing common equity interests.

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the conversion price is equal to $1,000 divided by the conversion rate;

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whether a person is a “beneficial owner” will be determined in accordance with Rule 13d-3 under the Exchange Act; and

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“person” includes any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

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the entity formed by such consolidation or into or with which we are merged or the entity to which our properties and assets are so conveyed, transferred, sold or leased, shall be a corporation, limited liability company, partnership or trust organized and existing under the laws of the United States, any State within the United States or the District of Columbia and, if we are not the surviving entity, the surviving entity assumes the payment of the principal of, premium, if any, and interest on the notes and the performance of our other covenants under the indenture; and

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immediately after giving effect to the transaction, no event of default, and no event that, after notice or lapse of time or both, would become an event of default, will have occurred and be continuing.

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we fail to pay principal of or premium, if any, on any note when due, whether or not prohibited by the subordination provisions of the indenture;

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we fail to pay any interest, including any liquidated damages, on any note when due, which failure continues for 30 days, whether or not prohibited by the subordination provisions of the indenture;

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we fail to provide notice of a change in control;

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we fail to perform any other covenant in the indenture, which failure continues for 60 days following notice as provided in the indenture;

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any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by us or any of our significant subsidiaries, in an aggregate principal amount in excess of $30.0 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled, within a period of 30 days after notice as provided in the indenture; and

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certain events of bankruptcy, insolvency or reorganization involving us or any of our subsidiaries.

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you give the trustee written notice of a continuing event of default;

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the holders of at least 25% in aggregate principal amount of the outstanding notes have made written request and offered reasonable indemnity to the trustee to institute proceedings;

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the trustee has not received from the holders of a majority in aggregate principal amount of the outstanding notes a direction inconsistent with the written request; and

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the trustee shall have failed to institute such proceeding within 60 days of the written request.

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with the written consent of the holders of not less than a majority in aggregate principal amount of the notes at the time outstanding; or

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by the adoption of a resolution, at a meeting of holders of the notes at which a quorum is present, by the holders of at least 66 2/3% in aggregate principal amount of the notes represented at such meeting.

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change the stated maturity of the principal or interest of a note;

•

reduce the principal amount of, or any premium or interest on, any note;

•

reduce the amount payable upon a redemption or mandatory repurchase;

•

modify the provisions with respect to the repurchase rights of holders of notes in a manner adverse to the holders;

•

modify our right to redeem the notes in a manner adverse to the holders;

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change the place or currency of payment on a note;

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impair the right to institute suit for the enforcement of any payment on any note;

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modify our obligation to maintain an office or agency in New York City;

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modify the subordination provisions in a manner that is adverse to the holders of the notes;

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adversely affect the right to convert the notes other than a modification or amendment required by the terms of the indenture;

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modify our obligation to deliver information required under Rule 144A to permit resales of the notes and common stock issued upon conversion of the notes if we cease to be subject to the reporting requirements under the Exchange Act;

•

reduce the above-stated percentage of the principal amount of the holders whose consent is needed to modify or amend the indenture;

•

reduce the percentage of the principal amount of the holders whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults; or

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reduce the percentage required for the adoption of a resolution or the quorum required at any meeting of holders of notes at which a resolution is adopted.

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file with the SEC, within 90 days after the date the notes are originally issued, a shelf registration statement covering resales of the registrable securities;

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use our reasonable efforts to cause the shelf registration statement to be declared effective under the Securities Act within 180 days after the date the notes are originally issued; and

•

use our reasonable efforts to keep effective the shelf registration statement until two years after the date the notes are issued or, if earlier, until there are no outstanding registrable securities.

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on or prior to 90 days following the date the notes were originally issued, a shelf registration statement has not been filed with the SEC; or

•

on or prior to 180 days following the date the notes were originally issued, the shelf registration statement is not declared effective.

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0.25% of the principal amount per annum to and including the 90th day after the registration default; and

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0.50% of the principal amount per annum from and after the 91st day after the registration default.

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the shelf registration statement ceases to be effective, or we otherwise prevent or restrict holders of registrable securities from making sales under the shelf registration statement, for more than 30 days, whether or not consecutive, during any 90-day period; or

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the shelf registration statement ceases to be effective, or we otherwise prevent or restrict holders of registrable securities from making sales under the shelf registration statement, for more than 90 days, whether or not consecutive, during any 12-month period.

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the time the shelf registration statement again becomes effective or the holders of registrable securities are again able to make sales under the shelf registration statement, depending on which event triggered the increase in interest rate; or

•

two years after the date the notes are issued or, if earlier, until there are no outstanding registrable securities.

•

will be required to be named as a selling security holder in the related prospectus;

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may be required to deliver a prospectus to purchasers;

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may be subject to certain civil liability provisions under the Securities Act in connection with those sales; and

•

will be bound by the provisions of the registration rights agreement that apply to a holder making such an election, including certain indemnification provisions.

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the division of the board of directors into three separate classes;

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the right of the board of directors to elect a director to fill a vacancy created by the expansion of the board of directors; and

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the ability of the board of directors to alter our bylaws without getting stockholder approval.

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Less than 1%

(1)

Information concerning the selling securityholders may change from time to time. Any such changed information will be set forth in supplements to this prospectus if and when necessary.

(2)

Assumes a conversion price of $20.96 per share, and a cash payment in lieu of any fractional share interest. However, this conversion price will be subject to adjustment as described under “Description of Notes-Conversion Rights.” As a result, the amount of common stock issuable upon conversion of the notes may increase or decrease in the future.

(3)

This selling securityholder is a non-public entity. Tom Wynn, portfolio manager, has voting and investment control over the securities that this selling securityholder beneficially owns.

(4)

This selling securityholder is a non-public entity that is a wholly owned subsidiary of Allstate Corporation. David A. Goacher, subject to compliance with the applicable investment policy and other internal policies and procedures, has voting and investment control over the securities that this selling securityholder beneficially owns.

(5)

This selling securityholder is an affiliate of a registered broker-dealer. This selling securityholder purchased the securities with the expectation of reselling the securities in the ordinary course of business.

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This selling securityholder did not have an agreement or understanding, directly or indirectly, with any person to distribute the securities at the time it purchased the securities.

(6)

This selling securityholder is a non-public entity. Nicholas Maounis has voting and investment control over the securities that this selling securityholder beneficially owns.

(7)

This selling securityholder is a non-public entity. Alex Adair, portfolio manager, has voting and investment control over the securities that this selling securityholder beneficially owns.

(8)

This selling securityholder is a non-public entity. R. Christian B. Evensen, Mitchell Julis, and Joshua S. Friedman, each an authorized member, have voting and investment control over the securities that this selling securityholder beneficially owns.

(9)

This selling securityholder is a non-public entity. Mike Vacca has voting and investment control over the securities that this selling securityholder beneficially owns.

(10)

This selling securityholder is a non-public entity. Paul Kocoras, the portfolio manager, has voting and investment control over the securities that this selling securityholder beneficially owns.

(11)

This selling securityholder is a non-public entity. Shawn Bergerson has voting and investment control over the securities beneficially that this selling securityholder beneficially owns.

(12)

Deutsche Banc Alex Brown, Inc., First Union Securities, Goldman, Sachs and Company, McMahan Securities Co., L.P., Morgan Stanley & Co., New York Life Insurance Company, Nomura Securities International Inc., Robertson Stephens and Thomas Weisel Partners are each registered broker-dealers who acquired the securities for investment purposes, and, accordingly, are underwriters. Please see the discussion under “Plan of Distribution” for the required disclosure regarding the foregoing broker-dealers.

(13)

This selling securityholder is a non-public entity. Dan Azzi, Dan Gold, Marge O’Brian and Lela Boen have voting and investment control over the securities that this selling securityholder beneficially owns.

(14)

This selling securityholder is a non-public entity. John Shannon, Attorney-in-Fact, has voting and investment control over the securities that this selling securityholder beneficially owns.

(15)

This selling securityholder is a non-public entity. Glenn Dubin, Henry Swieca and Mark Vanalore have voting and investment control over the securities that this selling securityholder beneficially owns.

(16)

This selling securityholder is a non-public entity. Ivan Rehder, managing director, has voting and investment control over the securities that this selling securityholder beneficially owns.

(17)

This selling securityholder is a non-public entity. John Idone and Robert Buttman of TQA Advisors have voting and investment control over the securities that this selling securityholder beneficially owns.

(18)

This selling securityholder is a non-public entity. John Null and Jeffrey Hansen have voting and investment control over the securities that this selling securityholder beneficially owns.

(19)

This selling securityholder is a non-public entity. D. Bruce McMahon, general partner, has voting and investment control over the securities that this selling securityholder beneficially owns.

(20)

This selling securityholder is a non-public entity and is wholly owned by Nomura Holdings America, Inc., a wholly owned subsidiary of Nomura Holdings, Inc., a publicly traded company in Japan. Robert Citrino, managing director, has voting and investment control over the securities that this selling securityholder beneficially owns.

(21)

This selling securityholder is a non-public entity. Roger Keith Long, president, has voting and investment control over the securities that this selling securityholder beneficially owns.

(22)

This selling securityholder is a non-public entity. Simon Lee has voting and investment control over the securities that this selling securityholder beneficially owns.

(23)

This selling securityholder is a non-public entity. S. Donald Sussman has voting and investment control over the securities that this selling securityholder beneficially owns.

(24)

This selling securityholder is a non-public entity. Eric Grant, a representative of the trading desk, has voting and investment control over the securities that this selling securityholder beneficially owns.

(25)

This selling securityholder is a non-public entity. Nobuyuki Hidaka, managing director, has voting and investment control over the securities that this selling securityholder beneficially owns.

(26)

This selling securityholder is a non-public entity. Mary Kay Pupillo, senior financial services officer, has voting and investment control over the securities that this selling securityholder beneficially owns.

(27)

Assumes that any other holders of notes or any future transferee from any such holder does not beneficially own any common stock other than the common stock issuable upon conversion of the notes at the initial conversion rate.

(28)

This selling securityholder is managed by Froley, Revy Investment Co., Inc. Accounts, a company registered under the Investment Company Act of 1940.

(29)

This selling securityholder is a registered investment company under the Investment Company Act of 1940.

(30)

This selling securityholder is the entity under which Wachovia Corporation, a publicly held entity, conducts its asset management, mutual fund, brokerage and insurance businesses.

(31)

This selling securityholder is a division of BancAmerica Robertson Stephens, an investment banking subsidiary of BankAmerica Corporation, a publicly held entity.

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•

directly by the selling securityholders;

•

through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the selling securityholders or the purchasers of the notes and the underlying common stock.

---

•

fixed prices;

•

prevailing market prices at the time of sale;

•

varying prices determined at the time of sale; or

•

negotiated prices.

•

on any national securities exchange or quotation service on which the notes and underlying common stock may be listed or quoted at the time of the sale, including the Nasdaq National Market in the case of the common stock;

•

in the over-the-counter market;

•

in transactions otherwise than on such exchanges or services or in the over-the-counter market; or

•

through the writing of options.

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*

Previously filed.

(1)

Incorporated by reference to Exhibit 3.4 to the Company’s current report on Form 8-K/A filed June 7, 2001.

(2)

Incorporated by reference to Exhibit 3.5 to the Company’s annual report on Form 10-K filed September 26, 2001.

(3)

Incorporated by reference to Exhibit 3.6 to the Company’s annual report on Form 10-K filed September 26, 2001.

(4)

Incorporated by reference to Exhibit 3.7 to the Company’s annual report on Form 10-K filed September 26, 2001.

(5)

Incorporated by reference to Exhibit 4.3 to the Company’s registration statement on Form S-3 filed February 26, 2002.

(6)

Incorporated by reference to Exhibit 4.4 to the Company’s registration statement on Form S-3 filed February 26, 2002.

(7)

Incorporated by reference to Exhibit 10.15 to the Company’s registration statement on Form S-3 filed February 26, 2002.

(8)

Incorporated by reference to Exhibit 12.1 to the Company’s registration statement on Form S-3 filed February 26, 2002.

(9)

Incorporated by reference to Exhibit 25.1 to the Company’s registration statement on Form S-3 filed February 26, 2002.

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*

Previously filed.

(1)

Incorporated by reference to Exhibit 3.4 to the Company’s current report on Form 8-K/A filed June 7, 2001.

(2)

Incorporated by reference to Exhibit 3.5 to the Company’s annual report on Form 10-K filed September 26, 2001.

(3)

Incorporated by reference to Exhibit 3.6 to the Company’s annual report on Form 10-K filed September 26, 2001.

(4)

Incorporated by reference to Exhibit 3.7 to the Company’s annual report on Form 10-K filed September 26, 2001.

(5)

Incorporated by reference to Exhibit 4.3 to the Company’s registration statement on Form S-3 filed February 26, 2002.

(6)

Incorporated by reference to Exhibit 4.4 to the Company’s registration statement on Form S-3 filed February 26, 2002.

(7)

Incorporated by reference to Exhibit 10.15 to the Company’s registration statement on Form S-3 filed February 26, 2002.

(8)

Incorporated by reference to Exhibit 12.1 to the Company’s registration statement on Form S-3 filed February 26, 2002.

(9)

Incorporated by reference to Exhibit 25.1 to the Company’s registration statement on Form S-3 filed February 26, 2002.

                                                                     EXHIBIT 5.1

                             [LETTERHEAD OF GrayCary] TECHNOLOGY'S LEGAL EDGE(R)

May 31, 2002


Extreme Networks, Inc.
3585 Monroe Street
Santa Clara, California 95051

Re:      Amendment No. 3 to Registration Statement on Form S-3

Ladies and Gentlemen:

         We are acting as counsel for Extreme Networks, Inc., a Delaware
corporation (the "Company"), in connection with registration under the
Securities Act of 1933, as amended, of $200,000,000 aggregate principal amount
of 3.5% Convertible Subordinated Notes due 2006 (the "Notes"), and the shares of
Common Stock, $0.001 par value (the "Common Stock"), of the Company issuable
upon conversion of the Notes (the "Conversion Shares"). The Notes and the
Conversion Shares are to be offered and sold by certain security holders of the
Company (the "Selling Securityholders"). In this regard, we have participated in
the preparation of a Registration Statement on Form S-3 relating to the Notes
and the Conversion Shares (such Registration Statement, as it may be amended
from time to time, is herein referred to as the "Registration Statement").

         We are of the opinion that the Notes have been duly authorized by the
Company and are in the form contemplated by the Indenture dated as of December
5, 2001, between the Company and State Street Bank and Trust Company of
California, N.A., as Trustee. The Indenture has been duly authorized, executed
and delivered by the Company. We are of the further opinion that the Conversion
Shares have been duly authorized and, when issued by the Company upon conversion
of the Notes in accordance with the provisions of the Notes and the Indenture,
will be validly issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and the Prospectus included therein.


Sincerely,


/s/ Gray Cary Ware & Freidenrich LLP

Gray Cary Ware & Freidenrich LLP

                                                                    EXHIBIT 23.2

               Consent of Ernst & Young LLP, Independent Auditors

     We consent to the reference to our firm under the caption "Experts" in
amendment No. 3 to the Registration Statement (Form S-3) and related Prospectus
of Extreme Networks, Inc. for the registration of $200,000,000 of 3.5%
Convertible Subordinated Notes due 2006 and the common stock issuable upon
conversion of the Notes and to the incorporation by reference therein of our
report dated July 16, 2001, with respect to the consolidated financial
statements and schedule of Extreme Networks, Inc. for the year ended June 30,
2001 included in its Annual Report on Form 10-K, filed with the Securities and
Exchange Commission.

/s/ Ernst & Young LLP

Palo Alto, California
May 31, 2002