EXHIBIT 23.e

                               CONSENT OF COUNSEL

We consent to the reference to this firm and to the inclusion of the summary of
our opinion under the caption "Income Tax Considerations Regarding Our Common
Stock and the Exchange of Exchangeable Shares -- Canadian Federal Income Tax
Considerations" in the Prospectus, which is a part of this Registration
Statement on Form S-3 of Conexant Systems, Inc.

McCARTHY TETRAULT

Toronto, Ontario
June 7, 2000



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