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EXHIBIT 5.1
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
June 30, 2000
Broadcom Corporation
16215 Alton Parkway
Irvine, California 92618
Re: Broadcom Corporation Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Broadcom Corporation, a California
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), of (i) the 43,409 shares of the Class B common stock, par
value $.0001 per share, of the Company issuable pursuant to outstanding options
under the Pivotal Technologies Corp. 1998 Stock Option Plan as assumed by the
Company in connection with the Company's acquisition of Pivotal Technologies
Corp. (the "Assumed Plan"), (ii) the 43,409 shares of the Class A common stock,
par value $.0001 per share, of the Company ("Class A Stock") issuable upon the
conversion of those Class B shares and (iii) an additional 15,000,000 shares of
Class A Stock under the Broadcom Corporation 1998 Stock Incentive Plan (the
"1998 Plan"). Those shares of Class A Stock and Class B common stock shall be
hereinafter referred to as the "Shares."
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 Company's
assumption of the Assumed Plan and the options outstanding thereunder and the
increase in the number of shares of Class A Stock reserved for issuance under
the 1998 Plan. Based on such review, we are of the opinion that, if, as and when
the Shares have been issued and sold (and the consideration therefor received)
pursuant to (i) the provisions of option agreements evidencing the outstanding
options under the Assumed Plan or the 1998 Plan or (ii) direct stock issuances
duly authorized under the 1998 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 5.1
to the Registration Statement. In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act, and the rules and regulations of the Securities
and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K.
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 or the Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
