Exhibit 5
GlobeSpan, Inc.
100 Schulz Drive
Red Bank, NJ 07701
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
being filed by Globespan, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission"). The Registration
Statement relates to 13,902 shares of Common Stock, par value $.01 per share
(the "Shares"), of the Company.
We have examined originals, or photostatic or certified copies, of such
records of the Company, certificates of officers of the Company and of public
officials and such other documents as we have deemed relevant and necessary as
the basis for the opinions set forth below. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such copies.
Based upon our examination mentioned above, subject to the assumptions
stated and relying on statements of fact contained in the documents that we have
examined, we are of the opinion that the Shares registered for issuance pursuant
to the Registration Statement are currently validly authorized and, when issued
as contemplated by the Registration Statement, will be legally issued, fully
paid and nonassessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of the General Rules and Regulations of the Commission.
Very truly yours,
