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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP.
June 15, 2000
Silicon Laboratories Inc.
4635 Boston Lane
Austin, Texas 78735
Re: Silicon Laboratories Inc. (the "Company") Registration Statement
for Offering of an Aggregate of 5,789,498 Shares of Common Stock
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Ladies and Gentlemen:
We have acted as counsel to Silicon Laboratories Inc., a Delaware
corporation (the "Company") in connection with the registration statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, of (i) an initial reserve of 5,389,498 shares of the Company's
common stock (the "Shares") for issuance under the Company's 2000 Stock
Incentive Plan (the "Incentive Plan") and (ii) an initial reserve of 400,000
Shares for issuance under the Company's Employee Stock Purchase Plan (the
"Purchase Plan"), (collectively, the "Plans").
This opinion is being furnished in accordance with the requirements
of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment of the
Plans. Based on such review, we are of the opinion that, if, as and when the
Shares are issued and sold (and the consideration therefor received) pursuant
to the (a) provisions of option agreements duly authorized under the
Incentive Plan and in accordance with the Registration Statement, (b) duly
authorized direct stock issuances in accordance with the Incentive Plan and
in accordance with the Registration Statement, or (c) duly authorized stock
purchase rights granted and exercised under the Purchase Plan and in
accordance with the Registration Statement, such Shares will be duly
authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
This opinion letter is rendered as of the date first written above
and we disclaim any obligation to advise you of facts, circumstances, events
or developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company, the Plans or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
