EXHIBIT 5 OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP November 20, 2000 Computer Access Technology Corporation 2403 Walsh Avenue Santa Clara, CA 95051-1302 Re: Computer Access Technology Corporation- Registration Statement on ----------------------------------------------------------------- Form S-8 -------- Dear Ladies and Gentlemen: We have acted as counsel to Computer Access Technology Corporation, a Delaware Corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of (i) 4,812,500 shares of Common Stock under the Company's 2000 Stock Incentive Plan (the "Incentive Plan"), and (ii) 312,500 shares of Common Stock under the Company's Employee Stock Purchase Plan (the "Purchase Plan"). All of such shares are collectively referred to herein as the "Shares". This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and in Item 601(b)(5)(i) of Regulation S-K. We have reviewed the Company's charter documents and the corporate proceedings taken by the Company in connection with the establishment of the Incentive Plan and the Purchase Plan. Based on such review, we are of the opinion that, if, as and when the Shares have been issued and sold (and the consideration therefor received) pursuant to (a) the provisions of stock option agreements duly authorized under the Incentive Plan, and in accordance with the Registration Statement, (b) the provisions of duly authorized direct stock issuance effected under the Incentive Plan, and in accordance with the Registration Statement, or (c) the provisions of duly authorized stock purchase agreements under the Purchase Plan, and in accordance with the Registration Statement, such Shares will be duly authorized, legally issued, fully paid and nonassessable. We consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement. This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Incentive Plan, the Purchase Plan, or the Shares. Very truly yours, BROBECK, PHLEGER & HARRISON LLP