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EXHIBIT 8.1
July 26, 2000
PMC-Sierra, Inc.
900 East Hamilton Avenue
Suite 250
Campbell, CA 95008
Re: Merger among PMC-Sierra, Inc., a Delaware corporation ("PMC"), Penn
Acquisition Corp., a Delaware corporation ("Merger Sub"), and Quantum
Effect Devices, Inc., a Delaware Corporation ("QED")
Ladies and Gentlemen:
We have acted as counsel to PMC, a Delaware corporation, in connection with
the proposed merger (the "Merger") of PMC's wholly-owned transitory merger
subsidiary, Merger Sub, with and into QED pursuant to an Agreement and Plan of
Reorganization dated as of July 11, 2000, (the "Agreement"). The Merger and
certain proposed transactions incident thereto are described in the Registration
Statement on Form S-4 (the "Registration Statement") of PMC, which includes the
Proxy Statement/Prospectus of PMC and QED (the "Proxy Statement/Prospectus").
This opinion is being rendered pursuant to the requirements of Item 21(a) of
Form S-4 under the Securities Act of 1933, as amended. Unless otherwise
indicated, any capitalized terms used herein and not otherwise defined have the
meaning ascribed to them in the Proxy Statement/Prospectus.
In connection with this opinion, we have examined and are familiar with the
Agreement, the Registration Statement, and such other presently existing
documents, records and matters of law as we have deemed necessary or appropriate
for purposes of our opinion. In addition, we have assumed (i) that the Merger
will be consummated in the manner contemplated by the Proxy Statement/Prospectus
and in accordance with the provisions of the Agreement (ii) the truth and
accuracy of the representations and warranties made by PMC, QED and Merger Sub
in the Agreement, and (iii) the truth and accuracy of the certificates of
representations to be provided to us by PMC, QED, and Merger Sub.
Because this opinion is being delivered prior to the Effective Time of the
Merger, it must be considered prospective and dependent on future events. There
can be no assurance that changes in the law will not take place which could
affect the United States Federal income tax consequences of the Merger or that
contrary positions may not be taken by the Internal Revenue Service.
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PMC-Sierra, Inc.
July __, 2000
Page 2
Based upon and subject to the foregoing, in our opinion, the discussion
contained in the Registration Statement under the caption "Material United
States Federal Income Tax Considerations of the Merger," subject to the
limitations and qualifications described therein, sets forth the material United
States Federal income tax considerations generally applicable to the Merger and,
insofar as it relates to statements of law and legal conclusions, is correct and
accurate in all material respects.
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the reference to our
firm name wherever appearing in the Registration Statement with respect to the
discussion of the material federal income tax considerations of the Merger,
including the Proxy Statement/Prospectus constituting a part thereof, and any
amendment thereto. In giving this consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder, nor do we thereby admit that we
are experts with respect to any part of such Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
