Exhibit 5.1
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| | 140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com |
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Broadcom Limited (a Delaware corporation)
1320 Ridder Park Drive
San Jose, California 95131
| | Re: | Registration Statement on FormS-4 |
Ladies and Gentlemen:
We have acted as counsel to Broadcom Limited, a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 22,107,393 shares of common stock, $0.001 par value per share (the “Shares”). The Shares are included in a registration statement on FormS-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 23, 2018 (RegistrationNo. 333-222898) (as amended, the “Registration Statement”).
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related consent solicitation statement / prospectus (the “Prospectus”), other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Scheme of Arrangement and the Implementation Agreement, each as filed as an exhibit to the Registration Statement, the issue of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
February 23, 2018
Page 2
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
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| Very truly yours, |
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| /s/ Latham & Watkins LLP |
