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Exhibit 5.1
November 30, 2000
(415) 393-8200 03778-00023
Virata Corporation
2933 Bunker Hill Lane
Suite 201
Santa Clara, California 95054
Re: Virata Corporation
Registration Statement on Form S-3
(Registration No. 333 - ____________)
Ladies and Gentlemen:
We refer to the registration statement on Form S-3 (the "Registration
Statement") filed under the Securities Act of 1933, as amended (the "Act"), by
Virata Corporation, a Delaware corporation (the "Company"), with respect to the
proposed offering by certain selling stockholders of the Company of up to
930,733 shares of the Company's common stock, $0.001 par value per share (the
"Common Stock"). The shares are to be sold from time to time in the public
market at prevailing prices or as otherwise described in the Registration
Statement.
On the basis of such investigation as we have deemed necessary, we are of
the opinion that the shares of Common Stock are duly and validly issued, fully
paid and non-assessable.
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. Therefore, 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 and to the reference to this firm under the heading
"Legal Matters" contained in the prospectus that forms a part of 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
Act or the General Rules and Regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
