EXHIBIT 5.1


                            [Graham & James LLP Letterhead]

                                 February 3, 1999

Level One Communications, Incorporated
9750 Goethe Road
Sacramento, CA 95827

     Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8 (the 
"Registration Statement") to be filed by Level One Communications, 
Incorporated, a Delaware corporation (the "Registrant" or "you"), with the 
Securities and Exchange Commission on or about February 4, 1999, in 
connection with the registration under the Securities Act of 1933, as 
amended, of an aggregate of 1,750,000 shares of your Common Stock, par 
value $0.001 per share (the "Shares"), reserved for issuance pursuant to the 
amendment to the 1993 Stock Option Plan (as amended, the "Plan").  As your 
legal counsel, we have reviewed the actions proposed to be taken by you in 
connection with the proposed sale and issuance of the Shares by the 
Registrant under the Plan.

     It is our opinion that, upon completion of the actions being taken, or 
contemplated by us as your counsel to be taken by you prior to the issuance 
of the Shares pursuant to the Registration Statement and the Plan, and upon 
completion of the actions being taken in order to permit such transactions to 
be carried out in accordance with the securities laws of the various states 
where required, the Shares will be legally and validly issued, fully paid and 
nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration 
Statement, and further consent to the use of our name wherever appearing in 
the Registration Statement and any subsequent amendment thereto.

Very truly yours,

/s/ Graham & James LLP

GRAHAM & JAMES LLP