[LETTERHEAD DECHERT PRICE & RHOADS]
January 11, 2000
Intersil Corporation
Intersil Holding Corporation
Intersil (Florida), LLC
Intersil (Ohio), LLC
Intersil (Pennsylvania), LLC
Choice-Intersil Microsystems, Inc.
2401 Palm Bay Road NE
Palm Bay, Florida 32905
Intersil Corporation
13-1/4% Senior Subordinated Notes Due 2009
Guaranteed by Intersil Holding Corporation,
Intersil (Florida), LLC, Intersil (Ohio),
LLC, Intersil (Pennsylvania), LLC and
Choice-Intersil Microsystems, Inc.
Gentlemen and Ladies:
We have acted as counsel for Intersil Corporation, a Delaware corporation
(the "Issuer"), Intersil Holding Corporation, a Delaware corporation ("Intersil
Holding"), Intersil (Florida), LLC, a Delaware limited liability company
("Intersil (Florida)"), Intersil (Ohio), a Delaware limited liability company
("Intersil (Ohio)"), Intersil (Pennsylvania), LLC, a Delaware limited liability
company ("Intersil (Pennsylvania)," and together with Intersil Holding, Intersil
(Florida) and Intersil (Ohio), the "Relevant Guarantors")), and Choice-Intersil
Microsystems, Inc., a Kansas corporation ("Choice-Intersil," and together with
the Relevant Guarantors, the "Guarantors"), in connection with the filing by the
Issuer
Intersil Corporation
Intersil Holding Corporation
Intersil (Florida), LLC
Intersil (Ohio), LLC
Intersil (Pennsylvania), LLC
Choice-Intersil Microsystems, Inc.
January 11, 2000
Page 2
and the Guarantors of a Registration Statement on Form S-4, as amended
(Registration No. 333-90741) (the "Registration Statement"), with the Securities
and Exchange Commission for the purpose of registering the issuance of up to
$200,000,000 aggregate principal amount of the Issuer's 13-1/4% Senior
Subordinated Notes Due 2009 (the "Exchange Notes") and the Guarantors'
guarantees 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 13-1/4% Senior
Subordinated Notes Due 2009 (the "Existing Notes") and the Guarantors'
guarantees thereof pursuant to the Registration Rights Agreement among the
Issuer, the Guarantors, Credit Suisse First Boston Corporation, J.P. Morgan
Securities Inc. and Salomon Smith Barney Inc. incorporated by reference as
Exhibit 4.04 to the Registration Statement. The Exchange Notes and Exchange
Guarantees are to be issued pursuant to the terms of the indenture (the
"Indenture") among the Issuer, the Guarantors and United States Trust Company of
New York, as trustee (the "Trustee"), incorporated by reference 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 Relevant Guarantors), 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 Relevant
Guarantors.
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,
Intersil Corporation
Intersil Holding Corporation
Intersil (Florida), LLC
Intersil (Ohio), LLC
Intersil (Pennsylvania), LLC
Choice-Intersil Microsystems, Inc.
January 11, 2000
Page 3
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 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 Relevant
Guarantors 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 Relevant 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
Relevant Guarantors, 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 Relevant Guarantors 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 and the State of New York and, to the
extent
Intersil Corporation
Intersil Holding Corporation
Intersil (Florida), LLC
Intersil (Ohio), LLC
Intersil (Pennsylvania), LLC
Choice-Intersil Microsystems, Inc.
January 11, 2000
Page 4
necessary to render the opinions set forth herein, 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
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Dechert Price & Rhoads