Exhibit 5.1
Letterhead of Jasmina Theodore Boulanger, Esq.
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660
August 1, 2000
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
Opinion Letter: Form S-8 Registration Statement Employee Hourly Savings Plan
Ladies and Gentlemen:
I am Associate General Counsel and Assistant Secretary of Conexant Systems,
Inc., a Delaware corporation ("Conexant"), and am delivering this opinion in
connection with the filing by Conexant of a Registration Statement on Form S-8
(the "Registration Statement") registering under the Securities Act of 1933, as
amended (the "Act"), 200,000 shares of Common Stock, par value $1 per share, of
Conexant (including the associated Preferred Share Purchase Rights, the "Common
Stock"), which may be delivered from time to time pursuant to the Conexant
Systems, Inc. Hourly Employees' Savings Plan (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
