EXHIBIT 5.1
OPINION OF DAVIS POLK & WARDWELL
December 19, 2000
Vitesse Semiconductor Corporation
Attention: Eugene F. Hovanec
741 Calle Plano
Camarillo, California 93012
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel for Vitesse Semiconductor Corporation, a Delaware
corporation (the "Company"), in connection with the filing of a Registration
Statement (the "Registration Statement") on Form S-3 under the Securities Act
of 1933, as amended, in connection with the registration under the Securities
Act of 1933, as amended, of 70,800 shares of the Company's common stock (the
"Shares"), all of which have been previously issued to the selling stockholders
named therein in connection with the acquisition by the Company of FirstPass,
Inc.
The Shares are to be offered by the selling stockholders for sale to the
public as described in the Registration Statement. We have examined originals
or copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records, certificates of public officials and other
instruments relating to the sale of the Shares as we have deemed necessary or
advisable for the purposes of this opinion.
Upon the basis of the foregoing, we are of the opinion that the Shares
have been legally and validly issued, and are fully paid and nonassessable.
The foregoing opinion is limited to the federal laws of the United States
of America and the General Corporation Law of the State of Delaware, including
the reported judicial decisions thereunder.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Davis Polk & Wardwell
