WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
October 17, 2000
PMC-Sierra, Inc.
900 East Hamilton Avenue, Suite 250
Campbell, California 95008
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
PMC-Sierra, Inc. ("PMC") with the Securities and Exchange Commission on or about
October 17, 2000 (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended, of 647,591 shares
(the "Shares") of PMC common stock to be issued under the SwitchOn Networks,
Inc. 1998 Stock Plan ("SwitchOn Plan") assumed by PMC pursuant to the Agreement
and Plan of Reorganization dated September 25, 2000 between PMC, Pebble
Acquisition Corporation and SwitchOn Networks, Inc. As PMC's counsel in
connection with this transaction, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by PMC in connection with the
issuance and sale of the Shares pursuant to the SwitchOn Plan.
It is our opinion that, when shares of PMC are issued and sold pursuant
to the SwitchOn Plan, the Shares will be legally and validly issued, fully paid
and non-assessable.
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 and any amendments thereto.
Very truly yours,
\s\ WILSON SONSINI GOODRICH & ROSATI
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
