<PAGE> 1
EXHIBIT 5.1
Letterhead of Dennis E. O'Reilly
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660
July 26, 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 the exercise
of employee stock options (the "Options") originally issued by Sierra Imaging,
Inc. under the Sierra Imaging, Inc. 1996 Stock Option Plan (the "Plan") that
were amended to become 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 Plan, the option
agreements under the Plan, the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company under the Act with respect
to the Common Stock to be issued or delivered upon exercise of the 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
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 signature, 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, any newly issued shares
of Common Stock delivered pursuant to the Plan will be, when so delivered and
paid for in accordance with the Plan and relevant option agreements, duly
authorized, validly issued, fully paid and non-assessable.
I express no opinion herein as to any state securities law, 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.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. I also consent to the referenced to me under the caption
"Legal Matters" in the Prospectus related to the Registration Statement.
Very truly yours,
/s/ DENNIS E. O'REILLY
-----------------------------------
Dennis E. O'Reilly, Esq.
Senior Vice President
General Counsel and Secretary
