WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
June 27, 2000
PMC-Sierra, Inc.
105-8555 Baxter Place
Burnaby, British Columbia V5A 4V7
Canada
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 June 27, 2000 (the "Registration Statement") in
connection with the registration under the Securities Act of 1933, as
amended, of 672,358 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
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
