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                                                           Exhibits 5.1 and 23.1

                                  June 1, 1999

FSC Semiconductor Corporation
333 Western Avenue
South Portland, Maine  04106

Re: Stock Option Plan

Dear Sirs:

      We have assisted in the preparation of Amendment No. 1 to its Registration
Statement on Form S-8 (File No. 333-35347) (as so amended, the "Registration
Statement") to be filed with the Securities and Exchange Commission relating to
6,084,000 shares of Class A Common Stock, par value $.01 per share (the
"Shares"), of FSC Semiconductor Corporation, a Delaware corporation (the
"Company"), issuable upon exercise of options granted or to be granted under the
Company's Stock Option Plan (the "Plan").

      We have examined and relied upon the Company's Certificate of
Incorporation and Bylaws and originals, or copies certified to our satisfaction,
of all pertinent records of the meetings of the directors and stockholders of
the Company, the Registration Statement and such other documents relating to the
Company as we have deemed relevant for the purposes of this opinion.

      In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies.

      Based on and subject to the foregoing, we are of the opinion that the
Company has duly authorized for issuance the Shares covered by the Registration
Statement issued or to be issued under the Plan, as described in the
Registration Statement, and the Shares, when issued in accordance with the terms
of the Plan, will be legally issued, fully paid and non-assessable.

      We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.

                                                     Very truly yours,

                                                     Pierce Atwood