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Opinion Letter – In-house Counsel – S-8 Registered Securities – Alcatel-Lucent

Securities and Exchange Commission

Washington, DC 20549

December 14, 2011

RE:

March 1, 2011 Corporate Stock Subscription Options Plan for Beneficiary
Employees of Non-French Companies (“March 1, 2011 Plan”)

March 1, 2011 Corporate Stock Subscription Options Plan with Performance
Conditions for Beneficiary Employees of Non-French Companies (“March 1, 2011
Performance Plan”)

March 16, 2011 Corporate Stock Subscription Options Plan for Beneficiary
Employees of Non-French Companies (“March 16, 2011 Plan”)

March 16, 2011 Corporate Stock Subscription Options Plan with Performance
Conditions for Beneficiary Employees of Non-French Companies (“March 16, 2011
Performance Plan”)

June 2011 Corporate Stock Subscription Options Plan for Beneficiary Employees
of Non-French Companies (“June 2011 Plan”)

September 2011 Corporate Stock Subscription Options Plan for Beneficiary
Employees of Non-French Companies (“September 2011 Plan”)

December 2011 Corporate Stock Subscription Options Plan for Beneficiary
Employees of Non-French Companies (“December 2011 Plan”)

Ladies and Gentlemen:

I am Deputy Secretary of Alcatel Lucent (the “Company”), a company
incorporated in the Republic of France. In that capacity, I have acted as
counsel for the Company in connection with the March 1, 2011 Plan, the March 1,
2011 Performance Plan, the March 16, 2011 Plan, the March 16, 2011 Performance
Plan, the June 2011 Plan, the September 2011 Plan and the December 2011 Plan
(collectively, the “Plans”). In that regard, the Company is filing a
registration statement on Form S-8 to register the following number of ordinary
shares of the Company, par value 2 per share (the “Shares”) issuable to
employees of direct and indirect subsidiaries of the Company in the United
States and Canada: 92,000 shares under the March 1, 2011 Plan; 400,000 shares
under the March 1, 2011 Performance Plan; 5,171,065 shares under the March 16,
2011 Plan; 700,000 shares under the March 16, 2011 Performance Plan, 229,258
shares under the June 2011 Plan, 100,000 shares under the September 2011 Plan
and 100,500 shares under the December 2011 Plan. This opinion is limited to the
laws of France and is provided to you as a supporting document for the Shares.

In furnishing this opinion, I or lawyers under my supervision have examined
such documents, corporate records and other agreements, instruments or opinions
as I have deemed necessary for purposes of this opinion. In this examination, I
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to me as original documents and the conformity to original
documents of all documents submitted to me as copies. On the basis of the
foregoing, I am of the opinion that the Shares have been duly authorized and,
when issued in accordance with the respective Plans, will be validly issued and
fully paid and non-assessable.

I do not purport to be an expert on the laws of any jurisdiction other than
the laws of the Republic of France, and I express no opinion herein as to the
effect of any other laws.

I am furnishing this letter to you solely for your benefit and for the
purpose of the Shares. I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-8 that the Company is filing
with the United States Securities and Exchange Commission with respect to the
Shares. By giving my consent, I do not admit that I am within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations issued thereunder.

Very truly yours,

/s/ Nathalie Trolez Mazurier

Name: Nathalie Trolez Mazurier

Title: Deputy Secretary

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