Exhibit 5
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Letterhead of Jasmina Theodore Boulanger, Esq.
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
October 19, 2000
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
Re: Opinion Letter - 2000 Non-Qualified Stock Plan
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Ladies and Gentlemen:
I am Associate General Counsel and Assistant Secretary of Conexant
Systems, Inc., a Delaware corporation (the "Company"), and am delivering this
opinion in connection with the filing by the Company of a Registration Statement
on Form S-8 (the "Registration Statement") registering under the Securities Act
of 1933, as amended (the "Act"), 15,000,000 shares of Common Stock, par value $1
per share, of the Company (including the associated Preferred Share Purchase
Rights, the "Common Stock"), which may be delivered from time to time pursuant
to the Conexant Systems, Inc. 2000 Non-Qualified Stock Plan, as amended
July 20, 2000 (the "Plan").
I have examined such documents, records and matters of law as I have
deemed necessary as a basis for the opinion hereinafter expressed. On the basis
of the foregoing, and having regard for legal considerations that I deem
relevant, I am of the opinion that when the Registration Statement becomes
effective under the Act, any newly issued shares of Common Stock delivered in
accordance with the Plan will, when so delivered, be legally issued, fully paid
and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
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.
Very truly yours,
/s/ Jasmina Theodore Boulanger
Jasmina Theodore Boulanger
