<PAGE> 1
Exhibit 5
Letterhead of Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, CA 92660-3095
Tel: 949.483.3018
Fax: 949.483.6388
August 18, 2000
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, CA 92660
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), by Conexant Systems, Inc., a Delaware corporation (the
"Company"), of shares of common stock, par value $1 per share, of the Company
(together with the associated Preferred Share Purchase Rights, the "Common
Stock") to be issued by the Company in connection with the merger (the "Merger")
of H&J Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary
of the Company ("Sub"), with and into Harris & Jeffries, Inc., a Massachusetts
corporation ("H&J"), pursuant to the terms of the Agreement and Plan of Merger
dated as of July 19, 2000 (the "Merger Agreement"), by and among the
Company, Sub and H&J, I advise as follows:
I am Senior Vice President, General Counsel and Secretary of the
Company. I have reviewed the Restated Certificate of Incorporation and By-Laws
of the Company, each as amended to the date hereof, the Registration Statement
on Form S-4 (the "Registration Statement") to be filed by the Company under the
Act with respect to the Common Stock to be issued in the Merger and the
corporate proceedings taken by the Company in connection with the authorization
of the Common Stock. I have also examined originals, or copies
<PAGE> 2
Conexant Systems, Inc. -2- August 18, 2000
certified to my satisfaction, of such corporate records of the company, and
other instruments, certificates of public officials and representatives of the
Company, and other documents as I have deemed necessary as a basis for the
opinion hereinafter expressed. In such examination, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals and the conformity with the originals of all documents submitted to
me as copies. As to questions of fact material to this opinion, I have, when
relevant facts were not independently established, relied upon certificates of
officers of the Company and appropriate public officials.
On the basis of the foregoing, and having regard for such legal
considerations as I deem relevant, I am of the opinion that the upon the
effectiveness of the Registration Statement under the Act, the effective time of
the Merger and issuance of the Common Stock in accordance with the terms of the
Merger Agreement, the Common Stock will be duly authorized, validly issued,
fully paid and non-assessable.
I express no opinion herein as to any laws other than the laws of the
State of California, the Delaware General Corporation Law (including the
applicable provisions of the Delaware Constitution and the applicable reported
judicial decisions related thereto) and the Federal laws of the United States.
<PAGE> 3
Conexant Systems, Inc. -3- August 18, 2000
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. I also consent to the reference to me under the caption
"Legal Matters" in the Proxy Statement - Prospectus constituting a part of the
Registration Statement.
Very truly yours,
/s/ Dennis E. O'Reilly
----------------------
Dennis E. O'Reilly, Esq.
Senior Vice President,
General Counsel and Secretary
