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EXHIBIT 5.1
July 26, 2000
QUALCOMM INCORPORATED
5775 Morehouse Drive
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by QUALCOMM INCORPORATED, a Delaware corporation (the "Company")
of a Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission, covering the registration of up to 4,718
shares of the Company's Common Stock, $.0001 par value (the "Shares"), for
issuance upon the exercise of options granted under the SnapTrack, Inc. 1995
Stock Option Plan (the "Option Plan"). The options granted under the Option Plan
are hereinafter referred to as the "Options."
In connection with this opinion, we have examined and relied upon the
Registration Statement and related prospectuses, the Option Plan, the Options,
the Company's Certificate of Incorporation and Bylaws, as amended, and the
originals or copies certified to our satisfaction of such records, documents,
certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when issued and sold in accordance with the Option Plan and/or
the Options, as applicable, the Registration Statement and the applicable
related prospectus, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
/s/ Thomas A. Coll
Thomas A. Coll
