OPINION RE LEGALITY
November 22, 2000
Intersil Holding Corporation
7585 Irvine Center Drive
Suite 100
Irvine, California 92618
Re: Intersil Holding Corporation; 600,000 Shares of Common Stock
Gentlemen and Ladies:
We have acted as counsel for Intersil Holding Corporation (the "Company") in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of an aggregate of 600,000 shares (the "Shares") of the
Company's Common Stock, par value $.01 per share ("Common Stock"), proposed to
be issued pursuant to a Registration Statement on Form S-8 (the "Registration
Statement") to be filed today with the Securities and Exchange Commission under
the Securities Act relating to the SiCOM, Inc. 1985 Incentive Stock Option Plan,
the SiCOM, INC. 1996 Equity Incentive Plan, and the Option issued to Robert W.
Putnam (the "Plans").
We have participated in the preparation of the Registration Statement and
examined such corporate records and documents and matters of law as we have
considered appropriate to enable us to give this opinion.
Based upon the foregoing, it is our opinion that the Shares have been duly and
validly authorized by the Company, and that the Shares issuable upon exercise of
stock options in accordance with the terms of the Plans, and delivered to the
purchasers thereof against payment of the exercise price therefor, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. 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
