Exhibit 5.1

                         [Graham & James Letterhead]

                                October 7, 1998

Level One Communications, Incorporated
9750 Goethe Road
Sacramento, California 95827

        RE:     REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-3 to be filed by
you with the Securities and Exchange Commission on or about the date hereof
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of up to 4,217,855 shares of your
Common Stock, no par value (the "Shares"). All of the Shares are issued and 
outstanding or reserved for issuance upon exercise of outstanding warrants and
may be offered for sale for the benefit of the selling stockholders named in
the Registration Statement. We understand that the Shares are to be sold from
time to time in the over-the-counter market at prevailing prices or as
otherwise described in the section entitled "Plan of Distribution" in the
Registration Statement. As your legal counsel, we have also examined the
proceedings taken by you in connection with the issuance of the Shares. We
assume that the consideration received by you and in connection with each
issuance of shares will include an amount in the form of cash, services
rendered or property that exceeds the greater of (i) the aggregate par value
of such Shares or (ii) the portion of such consideration determined by the
Company's Board of Directors to be "capital" for purposes of the Delaware
General Corporation Law.

     It is our opinion that the Shares are validly issued, fully paid and 
non-assessable. We consent to use of this opinion as an exhibit to the 
Registration Statement and further consent to the use of our name wherever 
appearing in the Registration Statement, including the Prospectus constituting
a part thereof, and any amendments thereto.


Very truly yours,

GRAHAM & JAMES LLP


/s/ Graham & James LLP