Exhibit 5
Letterhead of Jasmina Theodore Boulanger, Esq.
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
November 17, 2000
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
Re: Opinion Letter - NetPlane Systems, Inc. Stock Option 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 Post-Effective Amendment
No. 1 on Form S-8 (the "Post-Effective Amendment") to amend the Company's
Registration Statement on Form S-4 (Registration No. 333-44094) registering
under the Securities Act of 1933, as amended (the "Act"), 2,727,000 shares of
Common Stock, par value $1 per share, of the Company (including the associated
Preferred Share Purchase Rights, the "Common Stock"), some of which may be
delivered from time to time pursuant to the NetPlane Systems, Inc. Stock Option
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 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
Post-Effective Amendment.
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
