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EXHIBIT 5
[FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. LETTERHEAD]
December 18, 2000
Fairchild Semiconductor International, Inc.
82 Running Hill Road
South Portland, ME 04106
Gentlemen and Ladies:
I am the general counsel to Fairchild Semiconductor International, Inc., a
Delaware corporation ("Fairchild International"). I or lawyers under my
supervision have acted as counsel to Fairchild International in connection with
the preparation and filing of the registration statement on Form S-4 filed today
(the "Registration Statement") with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, relating to the proposed issuance of up
to 10,000,000 shares (the "Shares") of Class A Common Stock, par value $.01 per
share, of Fairchild International ("Class A Stock"), which will be issued from
time to time in connection with acquisitions by Fairchild International, or its
subsidiaries, of other businesses, assets or securities.
I or lawyers under my supervision have participated in the preparation of the
Registration Statement and have made such legal and factual examination and
inquiry as we have deemed necessary for the rendering of this opinion.
Based upon and subject to the foregoing, I am of the opinion that when (i)
issued, delivered and paid for in accordance with the terms of the definitive
agreements governing the issuance of such shares (the "Acquisition Agreements"),
assuming: (a) that at least par value will be paid for the Shares, (b) that the
execution and delivery of the Acquisition Agreements and the issuance of the
Shares governed thereby are duly authorized and approved by the Board of
Directors of Fairchild International, and (c) the completion of all proceedings
to be taken in order to permit such issuances to be carried out in accordance
with applicable securities laws; and (ii) certificates representing the Shares
have been manually signed by an authorized officer of the transfer agent and
registrar for the Class A Stock and registered by such transfer agent and
registrar, the issuance and sale of the Shares will have been duly authorized,
and the Shares will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Daniel E. Boxer
Daniel E. Boxer
Executive Vice President
Chief Administrative Officer
General Counsel and Secretary
