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EXHIBIT 5.1
July 14, 2000
Applied Micro Circuits Corporation
6290 Sequence Drive
San Diego, CA 92121
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by APPLIED MICRO CIRCUITS CORPORATION (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission, covering the registration of 133,722 shares
of the Company's Common Stock, $.01 par value (the "Shares"), issuable upon the
exercise of outstanding options issued pursuant to the YuniNetworks 1999 Equity
Incentive Plan (the "Plan"). Such options were assumed by the Company in
connection with the Agreement and Plan of Merger and Reorganization dated April
18, 2000 (the "Merger Agreement"), by and among the Company, OLI Acquisition
Corp. and YuniNetworks, Inc.
In connection with this opinion, we have examined and relied upon the
Registration Statement and related prospectus, the Plan, the form of option
agreement, the Merger Agreement, the Company's Amended and Restated Certificate
of Incorporation and Bylaws, and the originals or copies certified to our
satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan and the
assumed option agreements, will be validly issued, fully paid, and
nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
/s/ D. Bradley Peck
