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Exhibit 5.1
MORRISON & FOERSTER LLP
Palo Alto, California
August 16, 2000
Pericom Semiconductor Corporation
2380 Bering Drive
San Jose, CA 95131
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
executed by you on August 16, 2000, and to be filed with the Securities and
Exchange Commission (the "SEC") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 300,000 shares of your
common stock, no par value (the "Common Stock") which will be issuable under the
2000 Employee Stock Purchase Plan (the "Plan").
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the adoption of the
Plan and the authorization of the issuance of the shares of Common Stock under
the Plan (the "Plan Shares") and such documents as we have deemed necessary to
render this opinion.
Based upon the foregoing, it is our opinion that the Plan Shares, when
issued and outstanding pursuant to the terms of the Plan, will be validly
issued, fully paid and nonassessable shares of Common Stock.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Morrison & Foerster LLP
