Exhibit 5
Letterhead of Jasmina Theodore Boulanger, Esq.
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
October 19, 2000
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
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 (the
"Issued Shares") by the Company in the acquisition (the "Acquisition") of all
outstanding ordinary shares of Novanet Semiconductor Ltd. ("Novanet") and (b)
the offer and sale by the Company of shares of Common Stock to be issued upon
exercise by certain former Novanet employees and directors and a Novanet
consultant of options to purchase shares of Common Stock resulting from the
conversion in the Acquisition of options to purchase shares of Novanet into
options to purchase shares of Common Stock (the "Option Shares") under the
Company's Novanet Semiconductor Ltd. Employee Shares Option Plan, as amended
(the "Plan"), I advise as follows:
I am Associate General Counsel and Assistant 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 to be filed by the Company under the Act with respect to the Issued Shares
and Option Shares (the "Registration Statement") and the corporate proceedings
taken by the Company in connection with the authorization of the Issued Shares
and the Option Shares. I have also examined
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Conexant Systems, Inc. -2- October 19, 2000
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 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 the Issued Shares
have been legally and validly issued, and are fully paid and non-assessable and
that the Option Shares, when issued pursuant to the Plan, will be legally and
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.
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/ Jasmina Theodore Boulanger
Jasmina Theodore Boulanger
