Exhibit 5
Letterhead of Dennis E. O'Reilly
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660
June 13, 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 Philsar Semiconductor Inc. under the Philsar Semiconductor
Inc. 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 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
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Conexant Systems, Inc. -2- June 13, 2000
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 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, duly
authorized, 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 related to the Registration Statement.
Very truly yours,
/s/ Dennis E. O'Reilly, Esq.
Dennis E. O'Reilly, Esq.
Senior Vice President,
General Counsel and Secretary
