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Exhibit 5.1
October 24, 2000
Centillium Communications, Inc.
47211 Lakeview Boulevard
Fremont, California 94538
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about October 24, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, an aggregate of 2,642,204 shares of your
Common Stock reserved for issuance pursuant to your 1997 Stock Plan and an
aggregate of 500,000 shares of your Common Stock reserved for issuance pursuant
to your 2000 Employee Stock Purchase Plan (collectively, the "Shares"). As your
legal counsel, we reviewed the actions taken and proposed to be taken by you and
in connection with the proposed sale and issuance of the Shares.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken by you prior to the issuance of
the Shares pursuant to the Registration Statement, the 1997 Stock Plan, the 2000
Employee Stock Purchase Plan, and upon completion of the actions being taken in
order to permit such transactions to be carried out in accordance with the
securities laws of the various states where required, the Shares will be legally
and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto. This opinion may be incorporated by reference in any
abbreviated registration statement filed pursuant to Item E under the general
instructions to Form S-8 under the Securities Act of 1933 with respect to the
Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
