EXHITBIT 5.1
OPINION OF COUNSEL AS TO THE VALIDITY OF THE SHARES
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
December 1, 2000
PMC-Sierra, Inc.
900 East Hamilton Avenue, Suite 250
Campbell, California 95008
Re: Amendment No. 2 to the Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is given in connection with Amendment No. 2 to
Registration Statement on Form S-3 under the Securities Act of 1933 relating to
the sale by the persons named therein to the public of up to 1,214,934 shares of
your Common Stock, $0.001 par value per share (the "Shares").
We are of the opinion that the issuance of the Shares has been duly
authorized by your Board of Directors, and the Shares are 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
