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EXHIBIT 5
August 30, 2000
Avant! Corporation
46871 Bayside Parkway
Fremont, CA 94538
Re: 2000 STOCK OPTION/STOCK ISSUANCE PLAN (THE "PLAN")
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Ladies and Gentlemen:
We represent Avant! Corporation (the "Company") in connection with the
Company's employee benefit plans and related matters. This opinion is furnished
to you in connection with the Registration Statement on Form S-8 (the
"Registration Statement") registering a total of 2,500,000 shares (the "Shares")
of Common Stock of the Company under the Plan.
For purposes of this opinion, we have examined originals or copies
certified or otherwise authenticated to our satisfaction of the following
documents, all of which, unless otherwise indicated, are dated as of the date of
this letter:
1. A certified copy of the Restated Certificate of Incorporation
of the Company, as amended, certified by the Delaware
Secretary of State on August 8, 2000 and certified by the
Secretary of the Company as being complete and in full force
and effect.
2. Certain resolutions of the Board of Directors taken at a
meeting on July 25, 2000 and certified by the Secretary of the
Company as being unrescinded, complete and in full force and
effect.
3. A certificate of Computershare Investor Services LLC of
California dated August 29, 2000.
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Based on our examination of the foregoing, we are of the opinion that,
subject to the effectiveness of the Registration Statement, the Shares will be
legally issued, fully paid and non-assessable. In giving this opinion, we assume
that the Shares will be issued in accordance with the terms of the Plan.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ FARELLA BRAUN & MARTEL LLP
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FARELLA BRAUN & MARTEL LLP
