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EXHIBIT 5.01
August 14, 2000
Elantec Semiconductor, Inc.
675 Trade Zone Boulevard
Milpitas, California 95035
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-3
(the "REGISTRATION STATEMENT") to be filed by Elantec Semiconductor, Inc., a
Delaware corporation (the "COMPANY"), with the Securities and Exchange
Commission (the "COMMISSION") on or about August 16, 2000, in connection with
the registration under the Securities Act of 1933, as amended, of an aggregate
of 1,840,000 shares of the Company's Common Stock (the "STOCK"), 80,000 of which
are presently issued and outstanding and will be sold by certain selling
stockholders (the "SELLING STOCKHOLDERS").
In rendering this opinion, we have examined the following.
(1) the Registration Statement, together with the Exhibits filed as a part
thereof or incorporated therein by reference.
(2) the Prospectus prepared in connection with the Registration Statement.
(3) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in the Company's
minute books.
(4) a certificate from the Company's transfer agent dated as of August 14,
2000 verifying the number of the Company's issued and outstanding shares
of capital stock as of August 14, 2000, and a list of option holders
respecting the Company's capital stock and of any rights to purchase
capital stock that was prepared by the Company as of August 14, 2000
verifying the number of such issued and outstanding securities.
(5) a Management Certificate addressed to us and dated of even date herewith
executed by the Company containing certain factual and other
representations.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all persons or
entities executing the same, the lack of any undisclosed termination,
modification, waiver or amendment to any document reviewed by us and the due
authorization, execution and delivery of all documents where due authorization,
execution and delivery are prerequisites to the effectiveness thereof. We have
also assumed that the certificates representing the Stock have been, or will be
when issued, properly signed by authorized officers of the Company or their
agents.
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August 14, 2000
Page 2
As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from records and documents
referred to above. We have made no independent investigation or other attempt to
verify the accuracy of any of such information or to determine the existence or
non-existence of any other factual matters; HOWEVER, we are not aware of any
facts that would cause us to believe that the opinion expressed herein is not
accurate.
We are admitted to practice law in the State of California, and we render
this opinion only with respect to, and express no opinion herein concerning the
application or effect of the laws of any jurisdiction other than, the existing
laws of the United States of America, of the State of California and, with
respect to the validity of corporate action and the requirements for the
issuance of stock, of the State of Delaware.
In connection with our opinion expressed below, we have assumed that, at or
prior to the time of the delivery of any shares of Stock, the Registration
Statement will have been declared effective under the Securities Act of 1933, as
amended, that the registration will apply to such shares of Stock and will not
have been modified or rescinded and that there will not have occurred any change
in law affecting the validity or enforceability of such shares of Stock.
Based upon the foregoing, it is our opinion that the 80,000 shares of Stock
to be sold by the Selling Stockholders pursuant to the Registration Statement
are validly issued, fully paid and nonassessable and that the up to
1,760,000 shares of Stock to be issued and sold by the Company, when issued,
sold and delivered in the manner and for the consideration stated in the
Registration Statement and the Prospectus, will be validly issued, fully paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto. This opinion speaks only as of its date and we assume no
obligation to update this opinion should circumstances change after the date
hereof. This opinion is intended solely for use in connection with the issuance
and sale of shares subject to the Registration Statement and is not to be relied
upon for any other purpose.
Very truly yours,
/s/ FENWICK & WEST LLP
