EXHIBIT 5.1 September 12, 1996 Level One Communications, Incorporated 9750 Goethe Road Sacramento, CA 95827 Re: Registration Statement on Form S-8 Ladies and Gentlemen: I have examined Amendment No. 1 to the Registration Statement on Form S-8 to be filed by Level One Communications, Incorporated (the "Company") with the Securities and Exchange Commission (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 2,000,000 shares of the Company's common stock, to be issued pursuant to the Company's 1993 Stock Option Plan (the "Plan Shares"). I have examined the proceedings taken and proposed to be taken in connection with the issuance and sale of the Plan Shares to be issued under such Plan. It is my opinion that, upon completion of the proceedings being taken or contemplated to be taken prior to the issuance of the Plan Shares pursuant to the Plan, and upon completion of any proceedings taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Plan Shares will be legally and validly issued, fully-paid and non-assessable. I consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of my name wherever appearing in the Registration Statement and any amendments thereto. Sincerely, /s/ Bruce F. Dravis - - - - -------------------- Bruce F. Dravis General Counsel