EXHIBIT 5.1
[LETTERHEAD OF WOMBLE CARLYLE SANDRIDGE & RICE, PLLC]
November 7, 2000
RF Micro Devices, Inc.
7628 Thorndike Road
Greensboro, North Carolina 27409
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel for RF Micro Devices, Inc., a North Carolina
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of $300,000,000 aggregate principal amount
of 3.75% Convertible Subordinated Notes due 2005 (the "Notes"), and 6,654,097
shares of Common Stock, no par value (the "Common Stock"), of the Company, and
an indeterminate number of additional shares of Common Stock as may be required
for issuance upon conversion of the Notes (the "Conversion Shares"). The Notes
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 Notes 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 have reviewed the Registration Statement, the articles of
incorporation and bylaws of the Company, each as amended to date, and have
examined the originals, or copies certified or otherwise identified to our
satisfaction, of corporate records of the Company, including minute books of the
Company as furnished to us by the Company, certificates of public officials and
of representatives of the Company, statutes and other instruments and documents,
as a basis for the opinions hereinafter expressed. In rendering this opinion, we
have relied upon certificates of public officials and officers of the Company
with respect to the accuracy of the factual matters contained in such
certificates.
In connection with such review, we have assumed with your permission
(i) the genuineness of all signatures; (ii) the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as certified or photostatic copies; and (iii) the
proper issuance and accuracy of certificates of public officials and officers
and agents of the Company.
This opinion is limited to the laws of the State of North Carolina,
excluding local laws of the State of North Carolina (i.e., the statutes and
ordinances, the administrative decisions and the rules and regulations of
counties, towns, municipalities and special political subdivisions of, or
authorities or quasi-governmental bodies constituted under the laws of, the
State of North Carolina and judicial decisions to the extent they deal with any
of the foregoing), and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.
Based on and subject to the foregoing and the qualifications and
limitations set forth below, and having regard for such legal considerations as
we deem relevant, it is our opinion that the Notes have been duly authorized and
are binding obligations of the Company entitled to the benefits of the Indenture
dated as of August 1, 2000, between the Company and First Union National Bank 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 Notes in
accordance with the Indenture, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement and to the use of our name in the
Registration Statement under the caption "Legal Matters" in the prospectus
included as a part thereof. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the Act
or other rules and regulations of the Commission thereunder.
Very truly yours,
WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Corporation
/s/ Womble Carlyle Sandridge & Rice, PLLC
