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EXHIBIT 5
[O'MELVENY & MYERS LLP LETTERHEAD]
OUR FILE NUMBER
129,329-002
September 8, 2000
California Micro Devices Corporation
215 Topaz Street
Milpitas, California 95035
RE: REGISTRATION OF SHARES OF COMMON STOCK
OF CALIFORNIA MICRO DEVICES CORPORATION
Ladies and Gentlemen:
At your request, we have examined Amendment No. 1 to the
Registration Statement on Form S-3, File No. 333-44986 (the "Registration
Statement") of California Micro Devices Corporation, a California corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, of up to 1,650,000 shares of Common Stock of the Company to be
offered by the Company (the "Company Shares") and up to 75,000 shares of Common
Stock of the Company to be offered by selling shareholders (the "Selling
Shareholders Shares").
In our capacity as your counsel, we have examined originals or
copies of those corporate and other records and documents we considered
appropriate.
On the basis of such examination, our reliance upon the
assumptions in this opinion and our consideration of those questions of law we
considered relevant, and subject to the limitations and qualifications in this
opinion, we are of the opinion that, when the Board of Directors of the Company,
or a duly constituted committee thereof, has taken all necessary corporate
action to authorize and approve the issuance of the Company Shares and upon
payment for and delivery of the Company Shares in accordance with the definitive
underwriting agreement approved by the Board of Directors of the Company, the
Company Shares will be validly issued, fully paid and non-assessable. The
Selling Shareholders Shares are validly issued, fully paid and non-assessable.
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California Micro Devices Corporation, September 8, 2000 - Page 2
We hereby consent to the use of this opinion in the Registration
Statement and to the reference to this firm under the heading "Legal Matters" in
the Prospectus constituting part of the Registration Statement.
Respectfully submitted,
O'MELVENY & MYERS LLP
