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EXHIBIT 5
OPINION OF GIBSON DUNN AND CRUTCHER
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP APPEARS HERE]
September 29, 2000
(415) 393-8200 C 03778-00010
Virata Corporation
2933 Bunker Hill Lane, Suite 201
Santa Clara, California 95054
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Virata Corporation, a Delaware corporation
(the "Company"), in connection with the registration of 61,064 shares of Common
Stock, par value $0.001 per share of the Company (the "Common Stock"), issuable
under the Agranat Systems, Inc. 1996 Stock Option Plan, and 561,229 shares of
Common Stock issuable under the Excess Bandwidth 1998 Equity Incentive
Plan(collectively, the "Plans"). In connection therewith, we have examined,
among other things, the Registration Statement on Form S-8 (the "Registration
Statement") proposed to be filed by the Company with the Securities and Exchange
Commission on or about September 29, 2000. We have also examined the proceedings
and other actions taken by the Company in connection with the authorization of
the shares of Common Stock issuable under the Plans and such other matters as we
deemed necessary for purposes of rendering this opinion.
Based upon the foregoing, and in reliance thereon, we are of the opinion
that the shares of Common Stock issuable under the Plans, when issued, delivered
and paid for in accordance with the Plans and in the manner described in the
Registration Statement, will be validly issued, fully paid and nonassessable.
The Company is a Delaware corporation. We are not admitted to practice in
Delaware. However, we are familiar with the Delaware General Corporation Law
and have made such review thereof as we consider necessary for the purpose of
this opinion. Subject to the foregoing, this opinion is limited to the present
laws of the State of Delaware and the State of California, and to the present
federal laws of the United States of America.
We hereby 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 1933, as amended, or the General Rules and Regulations of the
Securities and Exchange Commission.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
GIBSON, DUNN & CRUTCHER LLP
