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EXHIBIT 5.1
OPINION AND CONSENT OF
ORRICK, HERRINGTON & SUTCLIFFE, LLP
June 28, 2000
inSilicon Corporation
411 East Plumeria Drive
San Jose, California 95134
Re: Registration Statement on Form S-8 - inSilicon Corporation
2000 Employee Stock Purchase Plan, inSilicon Corporation
2000 Stock Plan and inSilicon Corporation 1999 Stock Option
Plan
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Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with
the proposed issuance pursuant to the inSilicon Corporation 2000 Employee
Stock Purchase Plan, the inSilicon Corporation 2000 Stock Plan, and the
inSilicon Corporation 1999 Stock Option Plan (the "Plans"), of up to
4,098,680 shares of common stock, $.001 par value ("Common Stock"), of
inSilicon Corporation, a Delaware corporation (the "Company").
We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity
to the originals of all documents submitted to us as copies; and (c) the
truth, accuracy and completeness of the information, representations and
warranties contained in the records, documents, instruments and certificates
we have reviewed.
Based on such examination, we are of the opinion that the Shares to
be issued by the Company pursuant to the Plans are validly authorized shares
of Common Stock, and, when issued in accordance with the provisions of the
Plans, will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above referenced Registration Statement on Form S-8 and to the use of our
name wherever it appears in said Registration Statement. In giving such
consent, we do not consider that we are "experts" within the meaning of such
term as used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission issued thereunder with
respect to any part of the Registration Statement, including this opinion, as
an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
Orrick, Herrington & Sutcliffe LLP
