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[LETTERHEAD OF PAUL, HASTINGS, JANOFSKY & WALKER LLP]
November 22, 2000
Semtech Corporation
652 Mitchell Road
Newbury Park, California 91320
Ladies and Gentlemen:
We are furnishing this opinion of counsel to Semtech Corporation, a
Delaware corporation (the "Company"), for filing as Exhibit 5.1 to the
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to the issuance and sale by the Company of up to
4,000,000 shares of its Common Stock (the "Shares") upon the exercise of stock
options or awards granted pursuant to the Company's Non-Director and
Non-Executive Officer Long-Term Stock Incentive Plan (the "Plan").
We have examined the Certificate of Incorporation and Bylaws, each as
amended to date, of the Company, and the originals, or copies certified or
otherwise identified, of records of corporate action of the Company as furnished
to us by the Company, certificates of public officials and of representatives of
the Company, and such other instruments and documents as we deemed necessary, as
a basis for the opinions hereinafter expressed. In such examination we have
assumed the genuineness of all signatures, the authenticity of all corporate
records and other documents submitted to us and the conformity to original
documents submitted to us as certified or photostatic copies.
Based upon our examination as aforesaid, and in reliance upon our
examination of such questions of law as we deem relevant under the
circumstances, we are of the opinion that the Shares, when purchased and issued
as described in the Registration Statement and in accordance with the Plan
(including the receipt of the full purchase price therefor), will be validly
issued, fully paid and nonassessable.
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We express no opinion with respect to the applicability or effect of
the laws of any jurisdiction other than the Delaware General Corporation Law, as
in effect as of the date hereof.
We hereby consent to the filing of this opinion of counsel as Exhibit
5.1 to the Registration Statement.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
