EXHIBIT 5
July 21, 2000
International Rectifier Corporation
233 Kansas Street
El Segundo, CA 90245
Ladies and Gentlemen:
At your request, I have examined the Registration Statement
prepared to be filed by International Rectifier Corporation
("Company") with the Securities and Exchange Commission under the
Securities Act of 1933 relating to 2,000,000 additional shares of
Common Stock, par value $1 per share (the "Common Stock"), and
additional rights pursuant to the Company's Rights Agreement
dated August 14, 1996, as amended, with Chase Mellon Shareholder
Services as Rights Agent (together with the Common Stock, the
"Shares") to be issued and sold in accordance with the Company's
1997 Employee Stock Incentive Plan ("Plan").
I have examined the Plan, form of agreement and proceedings
to be taken by the Company in connection with the adoption of the
Plan and the grant of options thereunder.
Based on the foregoing examination, I am of the opinion
that:
(i) the Plan has been duly and validly adopted by the
Company; and
(ii) the Shares, when issued and sold in accordance with the
Plan, will constitute legally and validly issued, fully paid, and
non-assessable shares of the Company.
I consent to the filing of this opinion as an exhibit to the
aforesaid Registration Statement.
Respectfully submitted,
/s/ L. Michael Russell
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L. Michael Russell
Executive Vice President,
Secretary and General Counsel
