[Letterhead of Stinson, Mag & Fizzell]
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
Re: 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.
Ladies and Gentlemen:
We have acted as counsel for Choice-Intersil Microsystems, Inc., a Kansas
corporation (the "Relevant Guarantor"), in connection with the filing by
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), LLC, a Delaware limited liability company ("Intersil (Ohio)"), Intersil
(Pennsylvania), LLC, a Delaware limited liability company ("Intersil
(Pennsylvania)"), and the Relevant Guarantor (together with Intersil Holding,
Intersil (Florida) and Intersil (Ohio), 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 (each an "Exchange Guarantee")
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 the Exchange Guarantees are to be issued pursuant to the
terms of the Indenture among the Issuer, the Guarantors and United States Trust
Company of New York, as trustee (the "Trustee"), incorporated by reference as
Exhibit
Intersil Corporation
Intersil Holding Corporation
Intersil (Florida), LLC
Intersil (Ohio), LLC
Intersil (Pennsylvania), LLC
Choice-Intersil Microsystems, Inc.
January 11, 2000
Page 2
4.01 to the Registration Statement (the "Indenture"). 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 Relevant 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 Relevant 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. We have also assumed there is a valid and binding obligation
contained in the Indenture that the Relevant Guarantor is guaranteeing. 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 Guarantee.
Based upon the foregoing and having regard for such legal considerations as
we deem relevant, we are of the opinion that the Indenture, which contains the
Exchange Guarantee, has been duly authorized by all necessary corporate action
on the part of the Relevant 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 and delivered by the
Issuer, when the Exchange Guarantee has been duly executed and delivered 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
Indenture, which contains the Exchange Guarantee, will be a valid and binding
obligation of the Relevant Guarantor, enforceable against the Relevant Guarantor
in accordance with its terms, except to the extent the enforceability of the
Indenture, which contains the Exchange Guarantee, (i) may be limited by
bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent
conveyance, fraudulent transfer or other similar laws affecting the enforcement
of creditors' rights generally, (ii) is subject to general principles of equity
(regardless of whether enforcement is sought in equity or at law) and the
availability of equitable remedies, and (iii) is subject to standards of
commercial reasonableness.
Intersil Corporation
Intersil Holding Corporation
Intersil (Florida), LLC
Intersil (Ohio), LLC
Intersil (Pennsylvania), LLC
Choice-Intersil Microsystems, Inc.
January 11, 2000
Page 3
This opinion is rendered for your benefit 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 laws of the State of Kansas. This opinion is issued only with respect to
the present status of the law, and we undertake no obligation or responsibility
to update or supplement this opinion in response to subsequent changes in the
law or future events affected the transactions contemplated by the Exchange
Guarantee.
We hereby consent to the filing of this opinion as an exhibit 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/ RICHARD N. NIXON
--------------------
Richard N. Nixon