EXHIBIT 5.1
[DAVIS POLK & WARDWELL LETTERHEAD]
August 31, 2000
Vitesse Semiconductor Corporation
741 Calle Plano
Camarillo, California 93012
RE: REGISTRATION STATEMENT OF FORM S-3
Ladies and Gentlemen:
We are acting as counsel for Vitesse Semiconductor corporation, a Delaware
corporation (the "Company") in connection with the registration under the
Securities Act of 1933, as amended, of $720,000,000 aggregate principal amount
of 4.00% Convertible Subordinated Debentures due 2005 (the "Debentures"), and
such indeterminate number of shares of Common stock, $0.01 par value (the
"Common stock"), of the Company, as may be required for issuance upon conversion
of the Debentures (the "Conversion Shares"). The Debentures and the Conversion
Shares are to be offered and sold by certain securityholders of the Company (the
"Selling Securityholders"). In this regard we have participated in the
preparation of a Registration Statement on Form S-3 relating to the Debentures
and the Conversion Shares. (Such Registration statement, as it may be amended
from time to time, is herein referred to as the "Registration Statement").
We are of the opinion that the Debentures have been duly authorized and
are binding obligations of the Company entitled to the benefits of the Indenture
dated as of March 7, 2000, between the Company and State Street Bank and Trust
Company of California, N.A., as Trustee. We are of the further opinion that the
Conversion Shares have been duly authorized and, when issued by the Company upon
conversion of the Debentures in accordance with the Indenture, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and the Prospectus included therein.
Sincerely,
/s/ DAVIS POLK & WARDWELL
