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Exhibit 5.1
MORRISON & FOERSTER LLP
Palo Alto, California
June 8, 2000
PLX Technology, Inc.
390 Potrero Avenue
Sunnyvale, California 94086
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be
filed by PLX Technology, Inc. (the "Company") with the Securities and Exchange
Commission (the "SEC") in connection with the registration under the Securities
Act of 1933, as amended, of an aggregate of 691,079 shares of the Company's
Common Stock, $.001 par value (the "Plan Shares") which will be issuable under
the Sebring Systems, Inc. 1997 Stock Option/Stock Issuance Plan (the "Plan").
As your counsel in connection with the Registration Statement, we
have examined the proceedings taken by you in connection with the assumption of
the Plan and the authorization of the issuance of the shares of Common Stock
under the Plan and such documents as we have deemed necessary to render this
opinion.
Based upon the foregoing, it is our opinion that the Plan Shares,
when issued and outstanding pursuant to the terms of the Plan, will be validly
issued, fully paid and nonassessable shares of the Company's Common Stock.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Morrison & Foerster LLP
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