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EXHIBIT 5.1
June 28, 2000
C 03778-00012
(415) 393-8200
Virata Corporation
2933 Bunker Hill Lane
Suite 201
Santa Clara, California 95054
Re: Virata Corporation
Registration Statement on Form S-1
Registration No. 333-39912
Ladies and Gentlemen:
We have acted as counsel for Virata Corporation, a Delaware corporation
(the "Company"), in connection with the registration by the Company of shares of
the Company's Common Stock, $0.001 par value per share (the "Common Stock"),
pursuant to the above-referenced Registration Statement on Form S-1 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"). The Company proposes to issue and sell the Common Stock to a group of
underwriters (the "Underwriters") represented by Credit Suisse First Boston
Corporation, UBS Warburg LLC, FleetBoston Robertson Stephens Inc. and Thomas
Weisel Partners LLC for offering to the public.
On the basis of such investigation as we have deemed necessary, we are of
the opinion that (i) the Common Stock has been duly authorized and (ii) when
issued and sold pursuant to the Registration Statement and in accordance with
the terms of the underwriting agreement between the Company and the
Underwriters, substantially in the form filed as an exhibit to the Registration
Statement, the Common Stock 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. Therefore, this opinion
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Virata Corporation
June 28, 2000
Page 2
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
GIBSON, DUNN & CRUTCHER LLP
