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EXHIBIT 5.1
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
July 19, 2000
PMC-Sierra, Inc.
900 East Hamilton Avenue
Suite 250
Campbell, CA 95008
Re: Registration Statement on Form S-4
In connection with your preparation and filing of the Registration
Statement on Form S-4 under the Securities Act of 1933, in connection with the
merger of Penn Acquisition Corp. with Quantum Effect Devices, Inc., pursuant to
an Agreement and Plan of Reorganization dated July 11, 2000, you have examined
originals or copies of corporate records, certificates of public officials and
your officers and other instruments relating to the authorization and issuance
of the shares as we have deemed relevant and necessary for the following
opinion.
We are of the opinion that the issuance of the shares described in the
Registration Statement has been duly authorized by you, and when issued pursuant
to the Agreement and Plan of Reorganization, such shares will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of the opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
/s/ WILSON SONSINI GOODRICH & ROSATI
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
