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EXHIBIT 5.1
November 8, 2000
TelCom Semiconductor, Inc.
1300 Terra Bella Avenue
Mountain View, California 94039-7267
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about November 9, 2000, in
connection with the registration under the Securities Act of 1933, as amended,
of up to 1,000,000 shares of Common Stock (the "Shares") to be issued under the
Company's 2000 Nonstatutory Stock Option Plan (the "Plan").
As your legal counsel, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
sale and issuance of the Shares. It is our opinion that the Shares, when issued
and sold in the manner referred to in the Plan, and pursuant to the agreements
which accompany the Plan, as applicable, will be legally and validly issued,
fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to said
Registration Statement and further consent to the use of our name wherever
appearing in said Registration Statement and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI, P.C.
