1 EXHIBIT 5.1 [CONYERS DILL & PEARMAN LETTERHEAD] 22 January 2001 Marvell Technology Group Ltd 3rd Floor Richmond House 12 Par-la-Ville Road Hamilton HM DX Bermuda Dear Sirs MARVELL TECHNOLOGY GROUP LTD - REGISTRATION STATEMENT ON FORM S-8 FOR 6,834,697 SHARES OF COMMON STOCK ISSUED PURSUANT TO ASSUMED OPTIONS OF GALILEO TECHNOLOGY LTD. We have acted as special legal counsel in Bermuda to Marvell Technology Group Ltd., a Bermuda company (the "Company"). We have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the U.S. Securities and Exchange Commission in connection with the registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), of 6,834,697 shares of the Company's common stock at $0.002 par value per share (the "Common Stock"), reserved for issuance under the Galileo Technology Ltd. 1998 Non-Employee Directors Stock Option Plan, the Galileo Technology Ltd. 1997 GTI Stock Option Plan and the Galileo Technology Ltd. 1997 Employees' Stock Option Plan (the "Assumed Plans,"), which were assumed by the Company pursuant to the Agreement of Merger, dated as of 16 October 2000, among the Company, Galileo Technology Ltd. and Toshack Acquisitions Ltd. (the "Merger Agreement"). For the purposes of rendering this opinion, we have made such examinations as we have deemed necessary under the circumstances and as part of such examination, we have examined, among other things, originals and copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate. For the purposes of such examination, we have assumed the genuineness of all signatures on original documents and the conformity to original documents of all copies submitted to us. On the basis of and in reliance upon the foregoing, we are of the opinion that, assuming the Registration Statement shall have become effective pursuant to the provisions of the Securities Act, the shares of Common Stock being offered under the Assumed Plans, when issued and paid for in accordance with the provisions of the Assumed Plans, will be validly issued, fully paid and non-assessable (meaning that no further sums are required to be paid by the holders thereof in connection with the issue thereof). 2 We have made no investigation of and express no opinion in relation to the laws of any jurisdiction, other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. 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 Securities act. Yours faithfully /s/ CONYERS DILL & PEARMAN - -------------------------------- CONYERS DILL & PEARMAN