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EXHIBIT 5.1
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, MA 02110
July 20, 2001
NetSilicon, Inc.
411 Waverley Oaks Road, Bldg. 227
Waltham, MA 02452
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We are acting as counsel for NetSilicon, Inc., a Massachusetts
corporation (the "Company"), in connection with the registration on a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, of the offer and sale of up to 2,000,000
shares of common stock, par value $.01 per share (the "Common Stock"), of the
Company under the 2001 Stock Option and Incentive (the "Plan").
In rendering our opinion, we have examined, and are familiar with, and
have relied as to factual matters solely upon originals or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
or other instruments as we have deemed necessary or appropriate for the purposes
of the opinion set forth herein, including, without limitation, the Company's
(a) Plan, (b) Restated Articles of Organization, as amended, (c) Amended and
Restated By-Laws, (d) minute books and (e) stock records of the Company.
Based upon and subject to the foregoing, we are of the opinion that the
shares are duly authorized and, when issued and delivered pursuant to the terms
of the Plan and the terms of any agreement relating to any of the options
granted thereunder, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ TESTA, HURWITZ & THIBEAULT, LLP