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OPINION OF CONYERS DILL & PEARMAN
[CONYERS DILL & PEARMAN LETTERHEAD]
June 26, 2000
Marvell Technology Group Ltd.
Richmond House, 3rd Floor
12 Par la Ville Road
Hamilton, HM DX
Bermuda
Re: Registration Statement on Form S-8 for 29,500,000 Shares
of Common Stock
Dear Ladies and Gentlemen
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Marvell Technology Group Ltd., a
Bermuda corporation (the "Company"), with the U.S. Securities and Exchange
Commission in connection with the registration under the U.S. Securities Act of
1933, as amended (the "Securities Act") of 29,500,000 shares of the Company's
common stock, $0.002 par value per share (the "Common Stock"), reserved for
issuance under the Marvell Technology Group Ltd. Amended and Restated 1995 Stock
Option Plan (the "Plan").
For purposes of rendering this opinion, we have made such legal and
factual examinations as we have deemed necessary under the circumstances and, as
part of such examination, we have examined, among other things, originals and
copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records and other instruments as we have deemed necessary
or appropriate. For the purposes of such examination, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us.
On the basis of and in reliance upon the foregoing, we are of the
opinion that assuming the Registration Statement shall have become effective
pursuant to the provisions of the Securities Act, the shares of Common Stock
being offered under the Plan, when issued in accordance with the provisions of
the Plan will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.
Yours faithfully,
/s/ Conyers Dill & Pearman
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CONYERS DILL & PEARMAN
