WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
August 23, 2000
PMC-Sierra, Inc.
900 East Hamilton Avenue, Suite 250
Campbell, California 95008
Re: Post Effective Amendment No. 1 to the Registration
Statement on Form S-8
Ladies and Gentlemen:
We have examined the Post Effective Amendment No. 1 to 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 670,385
shares (the "Shares") of PMC common stock to be issued under PMC's
assumed Malleable Technologies, Inc. 1998 Stock Incentive Plan
("Malleable Plan").
It is our opinion that, when shares of PMC are issued and sold
pursuant to options granted in the manner described in the Malleable
Plan, and pursuant to the agreements which accompany each option grant,
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
Post Effective Amendment No. 1 to the Registration Statement, and
further consent to the use of our name wherever appearing in the Post
Effective Amendment No. 1 to the Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/Wilson Sonsini Goodrich & Rosati
