<PAGE>
[Letterhead of Dechert]
September 29, 2000
Intersil Holding Corporation
7585 Irvine Center Drive
Suite 100
Irvine, CA 92618
Re: 3,500,000 shares of Class A Common Stock, as
described in the Registration Statement on Form S-4
Gentlemen and Ladies:
We have acted as counsel to Intersil Holding Corporation, a Delaware corporation
("Intersil"), in connection with the preparation and filing of the Registration
Statement on Form S-4 filed September 29, 2000 (the "Registration Statement"),
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the proposed issuance of up to
3,500,000 shares (the "Shares") of Class A Common Stock, par value $.01 per
share, of Intersil ("Class A Stock"), may be issued from time to time in
connection with acquisitions by Intersil, or its subsidiaries, of other
businesses, assets or securities.
We have participated in the preparation of the Registration Statement and have
made such legal and factual examination and inquiry as we have deemed necessary
for the rendering of this opinion. In making our examination we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to all authentic original documents of all
documents submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that when (i)
issued, delivered and paid for in accordance with the terms of the definitive
agreements governing the issuance of such shares (the "Acquisition Agreements"),
assuming: (a) that consideration equivalent to at least par value will be
received by Intersil upon issuance of the Shares, (b) that the execution and
delivery of the Acquisition Agreements and the issuance of the Shares governed
thereby are duly authorized and approved by the Board of Directors of Intersil,
and (c) the completion of all proceedings to be taken in order to permit such
issuances to be carried out in accordance with applicable securities laws; and
(ii) certificates representing the Shares in the form of the specimen
certificate examined by us have been manually signed by an authorized officer of
the transfer agent and registrar for the Class A
<PAGE>
Intersil Holding Corporation
September 29, 2000
Page 2
Stock and registered by such transfer agent and registrar, the issuance and sale
of the Shares will have been duly authorized, and the Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus contained
therein, under the caption "Legal Matters." In giving such consent we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.
Very truly yours,
/s/ Dechert
