[LETTERHEAD]
Exhibit 5.01
July 9, 1997
Fairchild Semiconductor Corporation
FSC Semiconductor Corporation
333 Western Avenue, M.S. 01-00
South Portland, Maine 04106
Fairchild Semiconductor Corporation
10-1/8% Senior Subordinated Notes Due 2007
Guaranteed by FSC Semiconductor Corporation
Gentlemen and Ladies:
We have acted as counsel for Fairchild Semiconductor Corporation, a
Delaware corporation (the "Issuer"), and the Issuer's parent, FSC
Semiconductor Corporation, a Delaware corporation (the "Guarantor"), in
connection with the filing by the Issuer and the Guarantor of a Registration
Statement on Form S-4 (Registration No. 333-26897) (the "Registration
Statement"), with the Securities and Exchange Commission for the purpose of
registering the issuance of up to $300,000,000 aggregate principal amount of
the Issuer's 10-1/8% Senior Subordinated Notes Due 2007 (the "Exchange
Notes") and the Guarantor's guarantee thereof (the "Exchange Guarantees")
under the Securities Act of 1933, as amended (the "Act"). The Exchange Notes
are to be issued in exchange for an equal aggregate principal amount of the
Issuer's outstanding 10-1/8% Senior Subordinated Notes Due 2007 (the
"Existing Notes") and the Guarantor's guarantee thereof pursuant to the
Registration Rights Agreement among the Issuer, the Guarantor, Credit Suisse
First Boston Corporation, BT Securities Corporation and CIBC Wood Gundy
Securities Corp. filed as Exhibit Fairchild Semiconductor Corporation 4.02 to
the Registration
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FSC Semiconductor Corporation
July 9, 1997
Page 2
Statement. The Exchange Notes and Exchange Guarantees are to be issued
pursuant to the terms of the indenture (the "Indenture") among the Issuer,
the Guarantor and United States Trust Company of New York, as trustee (the
"Trustee"), filed as Exhibit 4.01 to the Registration Statement. The
Indenture is to be qualified under the Trust Indenture Act of 1939, as
amended (the "TIA").
In connection with the foregoing, we have reviewed such records,
documents, agreements and certificates, and examined such questions of law,
as we have considered necessary or appropriate for the purpose of this
opinion. In making our examination of records, documents, agreements and
certificates, we have assumed the authenticity of the same, the correctness
of the information contained therein, the genuineness of all signatures, the
authority of all persons entering and maintaining records or executing
documents, agreements and certificates (other than persons executing
documents, agreements and certificates on behalf of the Issuer and the
Guarantor), and the conformity to authentic originals of all items submitted
to us as copies (whether certified, conformed, photostatic or by other
electronic means) of records, documents, agreements or certificates. In
rendering our opinion, we have relied as to factual matters upon certificates
of public officials and certificates and representations of officers of the
Issuer and the Guarantor.
We have assumed that the Indenture has been duly authorized,
executed and delivered by the Trustee and constitutes a legal, valid and
binding agreement of the Trustee. In addition, we have assumed that there
will be no changes in applicable law between the date of this opinion and the
date of issuance and delivery of the Exchange Notes and the Exchange
Guarantees.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
1. The Exchange Notes have been duly authorized by the Issuer and
when the Registration Statement has been declared effective, when the
Indenture has been duly qualified under the TIA, when the Exchange Notes have
been duly executed by the Issuer and when the Exchange Notes have been duly
authenticated by the Trustee in accordance with the terms of the Indenture
and issued and delivered against exchange of the Existing Notes in accordance
with the terms set forth in the prospectus which is included in the
Registration Statement, the Exchange Notes will be valid and binding
obligations of the Issuer, subject to bankruptcy, insolvency, reorganization,
moratorium, fraudulent
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FSC Semiconductor Corporation
July 9, 1997
Page 3
conveyance, fraudulent transfer and similar laws affecting creditors' rights
and remedies generally and general principles of equity.
2. The Exchange Guarantees have been duly authorized by the
Guarantor and when the Registration Statement has been declared effective,
when the Indenture has been duly qualified under the TIA, when the Exchange
Notes have been duly executed by the Issuer, when the Exchange Guarantees
have been duly executed by the Guarantor and when the Exchange Notes have
been duly authenticated by the Trustee in accordance with the terms of the
Indenture and issued and delivered against exchange of the Existing Notes in
accordance with the terms set forth in the prospectus which is included in
the Registration Statement, the Exchange Guarantees will be valid and binding
obligations of the Guarantor, subject to bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, fraudulent transfer and
similar laws affecting creditors' rights and remedies generally and general
principles of equity.
This opinion is rendered to the Issuer and the Guarantor in
connection with the filing of the Registration Statement and for no other
purpose. We express no opinion as to the laws of any jurisdiction other than
the laws of the United States of America, the State of New York and the
General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as Exhibit 5.01 to
the Registration Statement and to the use of our name under the caption
"Legal Matters" in the prospectus which is included in the Registration
Statement. In giving the foregoing consent, we do not admit that we come
within the category of persons whose consent is required by the Act or the
rules and regulations promulgated thereunder.
Very truly yours,
/s/ DECHERT PRICE & RHOADS