EXHIBIT 5.1
Consent of Appleby Spurling & Kempe
[APPLEBY SPURLING & KEMPE LETTERHEAD]
OPINION OF APPLEBY SPURLING & KEMPE
May 2, 2003
Marvell Technology Group Ltd.
4th Floor, Windsor Place
22 Queen Street
P.O. Box HM 1179
Hamilton HM Ex Bermuda
Dear Sirs:
MARVELL TECHNOLOGY GROUP LTD.
We have acted as attorneys in Bermuda for Marvell Technology Group Ltd., a
Bermuda company (the "Company") in connection with its filing with the United
States Securities and Exchange Commission of a Registration Statement on Form
S-8 (the "Registration Statement") with respect to 6,062,996 of the Company's
common shares of par value US $0.002 per share to be issued pursuant to the
terms of the Marvell Technology Group Ltd. Amended and Restated 1995 Stock
Option Plan and 500,000 of the Company's common shares of par value US $0.002
per share to be issued pursuant to the terms of the Marvell Technology Group
Ltd. 2000 Employee Stock Purchase Plan (together, the "Common Shares").
For the purposes of this opinion we have examined and relied upon the documents
listed, and in some cases defined, in the Schedule to this opinion (the
"Documents") together with such other documentation as we have considered
requisite to this opinion.
Assumptions
In stating our opinion we have assumed:
(a) the authenticity, accuracy and completeness of all documents submitted
to us as originals and the conformity to authentic original documents of
all documents submitted to us as certified, conformed, notarised or
photostatic copies;
(b) the genuineness of all signatures on the Documents;
(c) that each of the Documents and other such documentation which was
received by electronic means is complete, intact and in conformity with
the transmission as sent;
(d) that there are no provisions of the laws or regulations of any
jurisdiction other than Bermuda which would have a material effect on
any of the opinions herein expressed;
(e) that all representations and factual statements appearing in the
Registration Statement, the Plans and the Resolutions are true, accurate
and complete in all material respects;
(f) that the Resolutions are in full force and effect and have not been
rescinded, either in whole or in part, and accurately record: (i) the
resolutions passed by the Board of Directors and Members of the Company
in meetings which were duly convened and at which a duly constituted
quorum was present and voting throughout (ii) resolutions adopted by all
the Directors of the Company as unanimous written resolutions of the
Board of Directors and (iii) resolutions adopted by all the Members of
the Company as unanimous written resolutions of the Members of the
Company; and further that there is no matter affecting the authority of
the Directors to bring about the issue of the
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Common Shares by the Company under the terms of the Plans, not disclosed
by the Constitutional Documents or the Resolutions, which would have any
adverse implication in relation to the opinions expressed herein;
(g) that any awards granted under the Plans relevant to this opinion
(collectively, "Awards") will constitute the legal, valid and binding
obligations of the parties thereto, other than the Company;
(h) that each Director of the Company, when the Board of Directors of the
Company passed the Resolutions (being directors resolutions),
discharged his fiduciary duty owed to the Company and acted honestly and
in good faith with a view to the best interests of the Company;
(i) that the Company has entered into its obligations under the Plans in
good faith for the purpose of carrying on its business and that, at the
time it did so, there were reasonable grounds for believing that the
transactions contemplated in the respective Plan would benefit the
Company;
(j) that at the time of issue by the Stock Option Committee of the Board of
Directors (the "Committee") of any Award, or any Common Shares pursuant
to any such Award, such Committee was duly constituted and at the date
hereof remains a duly constituted committee of the Board of Directors of
the Company having the necessary powers and authorities to issue Awards
and Common Shares pursuant to the Plans;
(k) that the approval of the issue of any Awards and of any Common Shares
under Awards will be duly made either at a duly convened and quorate
meeting of the Board of Directors of the Company, or at a duly convened
and quorate meeting of the Committee in a manner complying with the
terms of the Bye-laws of the Company then in force and within the
authority then given to the Committee by the Board of Directors of the
Company;
(l) that when the issue of any Common Shares under the Plans is authorised,
the issue price will not be less than the par value of the Shares and
that the Company will have sufficient authorised share capital to effect
such issue and will continue to hold the necessary Consent from the
Bermuda Monetary Authority for such share issue;
(m) that in any case where Common Shares are issued by the Company pursuant
to the Plans on the terms of an Award that does not require the allottee
to pay to the Company a cash subscription price for such Common Shares,
the Company will receive prior to the allotment of shares a transfer to
it of assets from the allottee with a fair value at least equivalent to
the aggregate par value of the Shares issued to him pursuant to that
Award;
(n) that when filed with the Securities and Exchange Commission, the
Registration Statement will not differ in any material respect from the
draft referred to in paragraph 1 of the Schedule;
(o) that the records which were the subject of the Company Search were
complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such
information has not since the date of the Company Search been materially
altered; and
(p) that the records which were the subject of the Litigation Search were
complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such
information has not since the date of the Litigation Search been
materially altered.
Opinion
Based upon and subject to the foregoing and subject to the reservations set out
below and to any matters not disclosed to us, we are of the opinion that when
issued and allotted by the Board of Directors of the Company or by the Committee
pursuant to Awards and when fully paid for pursuant to and in accordance with
the terms and conditions of the Plans, as contemplated by the Plans, the Common
Shares will be validly issued, fully-paid and non-assessable shares in the
capital of the Company.
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RESERVATIONS
We have the following reservations:
(a) We express no opinion as to any law other than Bermuda law and none of
the opinions expressed herein relates to compliance with or matters
governed by the laws of any jurisdiction except Bermuda. This opinion is
limited to Bermuda law as applied by the courts of Bermuda at the date
hereof.
(b) Any reference in this opinion to Common Shares being "non-assessable"
shall mean, in relation to fully paid shares of the Company and subject
to any contrary provision in any agreement in writing between the
Company and the holder of such Common Shares, that no shareholder shall
be bound by an alteration to the Memorandum of Association or Bye-laws
of the Company after the date on which he became a shareholder, if and
so far as the alteration requires him to take, or subscribe for
additional shares, or in any way increases his liability to contribute
to the share capital of, or otherwise to pay money to, the Company.
(c) Searches of the Register of Companies at the office of the Registrar of
Companies are not conclusive and it should be noted that the Register of
Companies does not reveal:
(i) details of matters which have been lodged for filing or
registration which as a matter of general practice of the
Registrar of Companies would have or should have been disclosed
on the public file but have not actually been registered or to
the extent that they have been registered have not been disclosed
or do not appear in the public records at the date and time the
search is concluded; or
(ii) details of matters which should have been lodged for registration
but have not been lodged for registration at the date the search
is concluded.
(d) In order to issue this opinion we have carried out the Searches as
referred to in paragraphs 4 and 5 of the Schedule and have not enquired
as to whether there has been any change since the date of the Searches.
(e) We have relied upon the statements made in the Officers Certificate
referred to in paragraph 9 of the Schedule. We have made no independent
verification of the matters referred to in the certificate and we
qualify this opinion to the extent that the statements made in the
certificate are not accurate in any respect.
Disclosure
This opinion is addressed to you in connection with the registration of the
Common Shares with the Securities and Exchange Commission. Further, this opinion
speaks as of its date and is strictly limited to the matters stated herein and
we assume no obligation to review or update this opinion if applicable law or
the existing facts or circumstances should change. We hereby consent to the
inclusion of the opinion as an exhibit to the Registration Statement.
This opinion is governed by and is to be construed in accordance with Bermuda
law. It is given on the basis that it will not give rise to any legal
proceedings with respect thereto in any jurisdiction other than Bermuda.
Yours faithfully
/s/ APPLEBY SPURLING & KEMPE
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SCHEDULE
1. An electronic copy of the draft of the Registration Statement dated 1 May
2003 and received on 30 April 2003 (excluding the exhibits and excluding
the documents incorporated by reference).
2. An electronic copy of each of the Marvell Technology Group Ltd. Amended and
Restated 1995 Stock Option Plan (as amended through 6 May 2001) and the
Marvell Technology Group Ltd. 2000 Employee Stock Purchase Plan (together,
the "Plans").
3. Copies of the Written Resolution of the Board of Directors of the Company
effective on 18 April 1995, the Minutes of the meeting of the Board of
Directors of the Company held on 8 May 2000, the Written Resolution of the
Board of Directors of the Company effective on 8 February 2001, the Minutes
of the meeting of the Board of Directors of the Company held on 6 May 2001,
the Written Resolution of the Board of Directors of the Company effective
on 1 May 2003 (the "Board Resolutions"), the Written Resolution of the
Members of the Company effective 11 April 1995, the Minutes of the meeting
of the Members of the Company held on 17 June 2000 and the Minutes of the
meeting of the Members of the Company held on 21 June 2001 (the "Members
Resolutions" and together with the Board Resolutions are herein referred to
as the "Resolutions")
4. The entries and filings shown in respect of the Company on the file of the
Company maintained in the Register of Companies at the office of the
Registrar of Companies in Hamilton, Bermuda, as revealed by a search done
on 1 May 2003 (the "Company Search");
5. The entries and filings shown in respect of the Company in the Supreme
Court Causes Book maintained at the Registry of the Supreme Court in
Hamilton, Bermuda, as revealed by a search done on 1 May 2003 (the
"Litigation Search");
(The Company Search and the Litigation Search are collectively referred to
as the "Searches")
6. Copies of the Certificate of Incorporation, Memorandum of Association and
Bye-laws of the Company incorporating all amendments to 21 June 2001
(collectively referred to as the "Constitutional Documents");
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7. A copy of the permissions dated 31 May 2000 given by the Bermuda Monetary
Authority under the Exchange Control Act (1972) and related regulations for
the issue of shares in the capital of the Company;
8. A fax copy of an Officer's Certificate dated 29 April 2003 and signed by
Dr. Sehat Sutardja as President and Chief Executive Officer of the Company
confirming the authorised and issued share capital of the Company as at
that date.
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