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EXHIBIT 5.1
September 22, 2000
LSI Logic Corporation
1551 McCarthy Blvd.
Milpitas, CA 95035
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to LSI Logic Corporation, a Delaware corporation
(the "Company" or "you") and have examined the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by you with the Securities and
Exchange Commission on or about September 22, 2000 in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
1,500,000 shares of your Common Stock (the "Shares"), reserved for issuance
under the LSI Logic Corporation Employee Stock Purchase Plan Amended and
Restated (the "ESPP) and 1,000,000 shares of your Shares reserved for issuance
under the LSI Logic International Employee Stock Purchase Plan (the "IESPP" and
collectively with the ESPP the "Plans"). As your legal counsel, we have examined
the Restated Certificate of Incorporation and Bylaws of the Company, the Plans
and such other documents of the Company as we have deemed necessary or
appropriate for the purposes of expressing an opinion, and are familiar with the
proceedings proposed to be taken by you in connection with the issuance and sale
of the Shares pursuant to the Plans.
It is our opinion that, upon completion of the proceedings to be taken
prior to issuance of the Shares, the Shares, when issued and sold in the manner
referred to in the Plans and the agreements which accompany the Plans, in
accordance with the Restated Certificate of Incorporation, 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 the Prospectus constituting a part thereof,
and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
