WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD JOHN ARNOT WILSON RETIRED PALO ALTO, CALIFORNIA 94304-1050 TELEPHONE 650-493-9300 FACSIMILE 650-493-6811 August 26, 1997 PMC-Sierra, Inc. 105-8555 Baxter Place Burnaby, British Columbia Canada V5A 4V7 Re: Registration Statement on Form S-3 (File No. 33-90392) ------------------------------------------------------ Gentlemen & Ladies: We have examined the Post-effective Amendment No. 1 to the Registration Statement on Form S-3 to be filed by you with the Securities and Exchange Commission (the "Registration Statement") in connection with your adoption of the registration under the Securities Act of 1933, as amended, of shares of your Common Stock (the "Shares") registered under the Registration Statement on Form S-3 (No. 33-90392). As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares in the manner set forth in the Registration Statement. It is our opinion that, when issued and sold in the manner set forth in the Registration Statement, the Shares will be legally and validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. Very truly yours, /s/ WILSON SONSINI GOODRICH & ROSATI WILSON SONSINI GOODRICH & ROSATI Professional Corporation