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EXHIBIT 5.1
Letterhead of Dennis E. O'Reilly
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, CA 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 (a) the resale of shares of common stock, par value $1 per share,
of the Company (together with the associated Preferred Share Purchase Rights,
the "Common Stock") previously issued by the Company in the acquisition of all
outstanding shares of Sierra Imaging, Inc. and Applied Telecom, Inc. (the
"Issued Shares"), 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 Issued Shares and the corporate proceedings taken by the
Company in connection with the authorization of the Issued Shares. 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 the Issued Shares
have been legally and validly issued, fully paid and non-assessable.
I express no opinion herein as to any state securities laws, 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 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
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Dennis E. O'Reilly, Esq.
Senior Vice President
General Counsel and Secretary
