[BROBECK, PHLEGER & HARRISON LLP LETTERHEAD]
BROBECK, PHLEGER & HARRISON LLP
301 CONGRESS AVE., SUITE 1200
AUSTIN, TEXAS 78701
(512) 477-5495
FAX: (512) 477-5430
March 7, 2000
Silicon Laboratories Inc.
4635 Boston Lane
Austin, Texas 78735
Re: Registration Statement (No. 333-94853) on Form S-1
for 3,680,000 Shares of Common Stock
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Ladies and Gentlemen:
We have acted as counsel to Silicon Laboratories Inc., a Delaware
corporation (the "Company"), in connection with the proposed issuance and
sale by the Company of up to 3,200,000 shares of the Company's Common Stock
(the "Company Shares"), and the sale by three stockholders of the Company of
an aggregate of 480,000 shares of the Company's Common Stock (the "Selling
Stockholder Shares"), pursuant to the Company's Registration Statement (No.
333-94853) on Form S-1 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"). The Company Shares and the Selling Stockholder Shares
are hereinafter referred to as the "Shares."
This opinion is being furnished in accordance with the requirements of
Item 16(a) of Form S-1 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the issuance and sale of
the Shares. Based on such review, we are of the opinion that the Shares have
been duly authorized, and the Selling Stockholder Shares are and the Company
Shares, if, as and when issued by the Company in accordance with the
Registration Statement and the related prospectus (as amended and
supplemented through the date of issuance) will be, legally issued, fully
paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration
Statement. In giving this consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of
the Act, the rules and
Silicon Laboratories Inc. March 7, 2000
Page 2
regulations of the Securities and Exchange Commission promulgated thereunder,
or Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
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BROBECK, PHLEGER & HARRISON LLP