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EXHIBIT 5
BAY VENTURE COUNSEL, LLP
Attorneys at Law
Lake Merritt Plaza Building
1999 Harrison Street, Suite 1300
Oakland, California 94612
Telephone (510) 273-8750
Facsimile (510) 834-7440
July 28, 2000
Nogatech, Inc.
5201 Great America Parkway
Santa Clara, California 95054
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
As outside counsel to Nogatech, Inc, a Delaware corporation (the "Company"), we
have been asked by the Company to review the Registration Statement on Form S-8
to be filed by the Company with the Securities and Exchange Commission (the
"Commission") on, or about, July 28, 2000 (the "Registration Statement"). This
is in connection with the registration under the Securities Act of 1933, as
amended, of 5,296,514 shares of the Company's Common Stock (the "Shares"),
outstanding or reserved for issuance pursuant to the 1999 Stock Option Plan,
2000 Equity Incentive Plan and Amended and Restated 2000 Employee Stock Purchase
Plan (collectively the "Plans").
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act"). As your outside counsel, we have examined the proceedings and such other
documents as we have deemed necessary relating to the issuance of 5,296,514 Plan
Shares.
In rendering this opinion, we have assumed, without investigation, the
genuineness of all signatures; the correctness of all certificates; the
authenticity of all documents submitted to us as originals; the conformity to
original documents of all documents submitted to us as certified, photostatic or
facsimile copies and the authenticity of the originals of such copies; and the
accuracy and completeness of all records made available to us by, or on behalf
of, the Company. In addition, we have assumed, without investigation, the
accuracy of the representations and statements as to factual matters made by the
Company, its officers and employees, and public officials. Nothing has come to
our attention, however, which would lead us to question the accuracy or
completeness of such representations, warranties or statements.
In rendering the opinion hereinafter expressed, we have examined and relied upon
such documents and instruments as we have deemed necessary and appropriate. It
is our opinion that the Shares when issued and sold in the manner described in
the Registration Statement and in accordance with the resolutions adopted by the
Board of Directors of the Company, will be validly issued, fully paid and
nonassessable.
We are admitted to practice law only in the State of California, and we express
no opinion concerning any law other than the law of the State of California.
This opinion is intended solely for your benefit and is not to be relied upon
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by any other person, firm, or entity without our prior written consent.
We consent to the filing of this opinion with the Commission as Exhibit 5 to the
Registration Statement. In giving this consent, we do not hereby admit that we
are included in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Bay Venture Counsel, LLP
BAY VENTURE COUNSEL, LLP
