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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
November 2, 2000
P-Com, Inc.
3175 S. Winchester Blvd.
Campbell, CA 95008
Re: P-Com, Inc. - Registration Statement for Offering of 714,834
Shares of Common Stock
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Dear Ladies and Gentlemen:
We have acted as counsel to P-Com, Inc., a Delaware corporation (the
"Company"), in connection with the registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of an additional
714,834 shares of the Company's common stock (the "Shares") for issuance under
the Company's 1995 Stock Option/Stock Issuance Plan (As Amended and Restated
Through November 30, 2000) (the "Option Plan").
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment and
amendment of the Option Plan. Based on such review, we are of the opinion that,
if, as and when the Shares have been issued and sold (and the consideration
therefor received) pursuant to the provisions of stock option agreements or
direct stock issuances duly authorized under the Option Plan and in accordance
with the Registration Statement, such shares will be duly authorized, legally
issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
This opinion letter is rendered as of the date first written above,
and we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above, and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Option Plan, or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
