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Pepper Hamilton LLP
3000 Two Logan Square
18th & Arch Streets
Philadelphia, Pennsylvania 19103-2799
June 29, 2000
Integrated Circuit Systems, Inc.
2435 Boulevard of the Generals
Norristown, PA 19403-3661
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") of Integrated Circuit Systems, Inc., a Pennsylvania
corporation (the "Company"), to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to the offering and sale by the
Company of 7,000,000 shares of common stock, par value $0.01 per share (the
"Shares") of the Company pursuant to the Company's 2000 Long-Term Equity
Incentive Plan and 2000 Employee Stock Purchase Plan (the "Plans").
In this connection, we have examined the Registration Statement,
including the exhibits thereto, the originals or copies, certified or otherwise
identified to our satisfaction, of the Articles of Incorporation and the By-Laws
of the Company as amended to date, and such other documents and corporate
records relating to the Company as we have deemed appropriate for the purpose of
rendering the opinion expressed herein. The opinion expressed herein is based
exclusively on the applicable provisions of the Pennsylvania Business
Corporation Law and federal securities laws as in effect on the date hereof.
On this basis of the foregoing, we are of the opinion that the Shares,
when issued and paid for in accordance with the Plans, will be legally issued,
fully paid and non-assessable.
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Integrated Circuit Systems, Inc.
June 29, 2000
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By providing such consent, we do not admit that we come
within the categories of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Pepper Hamilton LLP
PEPPER HAMILTON LLP
