Exhibit 5.1
August 17, 2000
Spectrian Corporation
350 West Java Drive
Sunnyvale, California 94089
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 August 17, 2000, in
connection with the registration under the Securities Act of 1933, as amended,
of an aggregate of 685,000 shares of your Common Stock (the "Shares") reserved
for issuance under the 1998 Nonstatutory Stock Option Plan and the
Non-Qualified Stock Option Agreements (together the "Option Programs").
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 Option Programs, will be legally and
validly issued, fully paid and nonassessable.
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,
/s/ Wilson Sonsini Goodrich & Rosati
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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