Exhibit 5
Dennis E. O'Reilly
4311 Jamboree Road
Newport Beach, CA 92660
June 8, 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 the offer and sale by 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") issuable or
deliverable upon (i) the exchange for the exchangeable shares (the "Exchangeable
Shares") of Philsar Semiconductor Inc. ("Philsar") issued in connection with the
acquisition by the Company of Philsar (the "Acquisition") and (ii) the exercise
of warrants (the "Warrants") and options (other than employee stock options)
(the "Options") originally issued by Philsar which were amended in connection
with the Acquisition to become warrants and options to purchase Common Stock, 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-3 (the "Registration Statement") to be filed by the Company
under the Act with respect to the Common Stock to be issued or delivered upon
the exchange for Exchangeable Shares or upon exercise of the Warrants and
Options and the corporate proceedings taken by the Company in connection with
the authorization of the Common Stock. I have also examined originals, or copies
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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 when the
Registration Statement becomes effective under the Act, the Common Stock that
has been duly reserved for issuance or delivery upon the exchange for
Exchangeable Shares or the exercise of Warrants and Options will be, when so
issued or delivered, 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.
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Conexant Systems, Inc. -3- June 8, 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 Prospectus constituting a part of the
Registration Statement.
Very truly yours,
/s/ Dennis E. O'Reilly, Esq.
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Dennis E. O'Reilly, Esq.
Senior Vice President,
General Counsel and Secretary
