EXHIBIT 5.1

 
                          [Graham & James Letterhead]


                               October 5, 1998


     RE:  REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8 (the "REGISTRATION
STATEMENT") to be filed by Level One Communications, Incorporated, a
California corporation (the "REGISTRANT" or "YOU"), with the Securities and
Exchange Commission on or about October 5, 1998, in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
775,534 shares of your Common Stock, no par value (the "SHARES"), reserved for
issuance pursuant to the Acclaim Communications, Inc. 1996 Stock Incentive
Plan (collectively, the "PLAN") and the outstanding stock option agreements
thereunder. As your legal counsel, we have reviewed the actions proposed to be
taken by you in connection with the proposed sale and issuance of the Shares
by the Registrant under the Plan.

     It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken by you prior to the issuance of
the Shares pursuant to the Registration Statement and the Plan, and upon
completion of the actions being taken in order to permit such transactions to be
carried out in accordance with the securities laws of the various states where
required, the Shares will be legally and validly issued, fully paid and
nonassessable.

     We consent to the 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 and any subsequent amendment thereto.


Very truly yours,

GRAHAM & JAMES LLP


/s/ Graham & James LLP

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