Exhibit 5.1
JMVS/124194.11
Direct Telephone: (441) 298 3240
Direct e-mail: jvirgil@ask.bm
30 June 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 321,963 of the Company's
common shares of par value US$0.002 per share issuable pursuant to options
assumed by the Company that were originally granted under the Radlan Computer
Communication Ltd. Key Employee Share Incentive Plan (1998), the Radlan Computer
Communication Ltd. Key Employee Share Incentive Plan (2002) and the Radlan
Computer Communication Ltd. 2003 Stock Option Plan (as amended) (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 and other
documentation examined by us submitted to us as originals and the
conformity to authentic original documents of all Documents and other
documentation 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;
Marvell Technology Group Ltd. 30 June 2003
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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, other than as to
the laws of Bermuda, 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rescinded, either in whole or in part, and accurately record the
resolutions passed by the Board of Directors of the Company in meetings
which were duly convened and at which a duly constituted quorum was
present and voting throughout and further that there is no matter
affecting the authority of the Directors to bring about the issue of the
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 option award granted under the Plans relevant to this opinion
(collectively, "Awards") 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 Board 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 Share Incentive Committee of the Board of
Directors of Radlan Computer Communications Ltd. (the "Radlan Committee")
of any Award, such Radlan Committee was duly constituted having the
necessary powers and authorities to issue Awards pursuant to the Plans;
k) that at the time of issue by the Stock Option Committee of the Board of
Directors (the "Committee") of any Common Shares pursuant to any such
Award, such Committee is a duly constituted committee of the Board of
Directors of the Company having the necessary powers and authorities to
issue Common Shares pursuant to the Plans;
l) that the approval of the issue 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
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and within the authority then given to the Committee by the Board of
Directors of the Company;
m) 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;
n) 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;
o) 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;
p) 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
q) 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.
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
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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 the Schedule and have not enquired as to whether there has
been any change since the date of the Searches.
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
Marvell Technology Group Ltd. 30 June 2003
SCHEDULE
1. An electronic copy of the draft of the Registration Statement received on
30 June 2003 (excluding the exhibits and excluding the documents
incorporated by reference).
2. An electronic copy of each of Radlan Computer Communication Ltd. Key
Employee Share Incentive Plan (1998), the Radlan Computer Communication
Ltd. Key Employee Share Incentive Plan (2002) and the Radlan Computer
Communication Ltd. 2003 Stock Option Plan (as amended) (together, the
"Plans").
3. Copies of the Minutes of the meetings of the Board of Directors of the
Company held on 9 January 2003 and 4 February 2003 (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 30 June 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 30 June 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");
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.