WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
August 18, 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
August 18, 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 and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
