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EXHIBIT 5
GRAYCARY. TECHNOLOGY'S LEGAL EDGE-SM-
400 Hamilton Avenue
Palo Alto, CA 94301-1809
WWW.GRAYCARY.COM
O] 650-833-2000
F] 650-327-3699
October 31, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Zoran Corporation, a Delaware corporation (the "Company"),
we are rendering this opinion in connection with the registration under the
Securities Act of 1933, as amended, of up to 1,653,541 shares of the Common
Stock, $0.001 par value, of the Company which may be issued pursuant to the
exercise of options granted under the Zoran Corporation 1993 Stock Option Plan,
1995 Employee Stock Purchase Plan and 1995 Outside Directors Stock Options Plan
(collectively, the "Plans") and shares which may be issued pursuant to the
exercise of options granted under the PixelCam, Inc. 1998 Equity Incentive Plan
(the "PixelCam Plan") and assumed by the Company (the "PixelCam Assumed
Options") pursuant to the Agreement and Plan of Reorganization dated as of June
28, 2000 by and among the Company, PixelCam, Inc. and Grape Acquisition Corp.,
as well as shares which may be issued pursuant to the exercise of options
granted under the Nogatech, Inc. 1999 Stock Option Plan and the Nogatech, Inc.
2000 Equity Incentive Plan Agreement pursuant to the Plan of Merger dated August
23, 2000 among Zoran Corporation, a Delaware corporation ("Zoran"), Zoom
Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of
Zoran, and Nogatech, Inc., a Delaware corporation.
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California, the corporation laws of
the State of Delaware and the federal law of the United States. As to matters of
Delaware corporation law, we have based our opinion solely upon our examination
of such laws and the rules and regulations of the authorities administering such
laws, all as reported in standard, unofficial compilations. We have not obtained
opinions of counsel licensed to practice in jurisdictions other than the State
of California.
Based on such examination, we are of the opinion that the 1,653,541
shares of Common Stock which may be issued upon exercise of options granted
under the Plan are duly authorized shares of the Company's Common Stock, and,
when issued against receipt of the consideration therefor in accordance with the
provisions of the Plan, will be validly issued, fully paid and nonassessable. We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and the use of our name wherever it appears in said
Registration Statement.
Very truly yours,
/s/ Gray Cary Ware & Freidenrich LLP
GRAY CARY WARE & FREIDENRICH LLP
