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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
November 20, 2000
Computer Access Technology Corporation
2403 Walsh Avenue
Santa Clara, CA 95051-1302
Re: Computer Access Technology Corporation- Registration Statement on
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Form S-8
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Dear Ladies and Gentlemen:
We have acted as counsel to Computer Access Technology Corporation, a
Delaware Corporation (the "Company"), in connection with the registration on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, of (i) 4,812,500 shares of Common Stock under the Company's 2000 Stock
Incentive Plan (the "Incentive Plan"), and (ii) 312,500 shares of Common Stock
under the Company's Employee Stock Purchase Plan (the "Purchase Plan"). All of
such shares are collectively referred to herein as the "Shares".
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and in Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment of the
Incentive Plan and the Purchase Plan. Based on such review, we are of the
opinion that, if, as and when the Shares have been issued and sold (and the
consideration therefor received) pursuant to (a) the provisions of stock option
agreements duly authorized under the Incentive Plan, and in accordance with the
Registration Statement, (b) the provisions of duly authorized direct stock
issuance effected under the Incentive Plan, and in accordance with the
Registration Statement, or (c) the provisions of duly authorized stock purchase
agreements under the Purchase Plan, and in accordance with the Registration
Statement, such Shares will be duly authorized, legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Incentive Plan, the Purchase Plan, or the Shares.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
