EXHIBIT 5.1
REBOUL, MACMURRAY, HEWITT, MAYNARD & KRISTOL
45 Rockefeller Plaza
New York, New York 10111
October 5, 2000
GlobeSpan, Inc.
100 Schulz Drive
Red Bank, NJ 07701
Ladies and Gentlemen:
We have acted as counsel to GlobeSpan, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing of the Registration
Statement (File No. 333-_______) of the Company on Form S-3, as amended (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration under the Securities Act of
5,307,683 shares of Common Stock, $.001 par value, of the Company (the "Common
Stock"). All of the shares to be registered are presently issued and outstanding
and are to be sold by certain selling stockholders of the Company (the "Selling
Stockholders").
As counsel to the Company, we have participated in the preparation of the
Registration Statement, including the Prospectus contained therein (the
"Prospectus") and have reviewed certain corporate proceedings. In addition, we
have examined originals or copies certified or otherwise identified to our
satisfaction, of such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials
and of officers and representatives of the Company, as we have deemed necessary
to form a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of
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all documents submitted to us as certified or photostatic copies and the
authenticity of all such latter documents. As to all questions of fact material
to this opinion that have not been independently established, we have relied
upon certificates or comparable documents of officers and representatives of the
Company.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Delaware.
2. The shares of Common Stock to be registered for sale by the Selling
Stockholders under the Registration Statement are duly authorized, validly
issued, fully paid and non-assessable.
The opinions expressed herein are limited to the corporate laws of the
State of Delaware and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction. The opinions
expressed herein are rendered solely for your benefit in connection with the
transactions described herein. These opinions may not be used or relied upon by
any other person, nor may this letter or any copies thereof be furnished to a
third party, filed with a governmental agency, quoted cited or otherwise
referred to without our prior written consent.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
Reboul, MacMurray, Hewitt, Maynard & Kristol
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