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 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 and deliverable upon the
exercise of employee stock options (the "Options") originally issued by Novanet
Semiconductor Ltd. under the Novanet Semiconductor Ltd. Employee Shares Option
Plan (the "Plan") that were amended to become options to purchase Common Stock,
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-8 (the "Registration Statement") to be filed by the Company under the Act with
respect to the Common Stock to be issued 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
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Conexant Systems, Inc. -2- October 19, 2000
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 any newly issued
shares of Common Stock delivered on exercise of the Options pursuant to the Plan
will be, when delivered, 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
