WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
October 31, 2000
PMC-Sierra, Inc.
900 East Hamilton Avenue, Suite 250
Campbell, California 95008
Re: Post Effective Amendment No. 1 to Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined Post Effective Amendment No. 1 to Registration
Statement No. 333-44212 to be filed by PMC-Sierra, Inc. ("PMC") with the
Securities and Exchange Commission on or about October 31, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 40,701 shares (the "Shares") of PMC
common stock to be issued under Datum Telegraphic Inc. ("Datum") stock options
assumed by PMC pursuant to the Acquisition Agreement dated July 21, 2000 between
PMC, 600444 B.C. Ltd., Datum, and State Street Bank and Trust Company of
California, N.A. (the "Acquisition Agreement"). 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 Datum stock options.
It is our opinion that, when shares of PMC are issued and sold pursuant
to the Datum option agreements, 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.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
