<PAGE>
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
EXHIBIT 5.1
August 25, 2000
UTStarcom, Inc.
1275 Harbor Bay Parkway, Suite 100
Alameda, CA 94502
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on August 25, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of the 1995 Stock Plan (as to 3,797,690
shares), of the 1997 Stock Plan (as to 12,547,596 shares) and of the 2000
Employee Stock Purchase Plan (as to 4,000,000 shares) (collectively, the "Plans"
and the "Shares" as appropriate). As legal counsel for UTStarcom, Inc., we have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by you in connection with the issuance and sale of the Shares pursuant
to the Plans.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plans and pursuant to the agreement that accompanies each grant
under the Plans, will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
