Exhibit 5
Xxxxxxxxxx & Xxxxx LLP
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 7, 2003
Mindspeed Technologies, Inc.
0000 XxxXxxxxx Xxxxxxxxx, Xxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000-0000
Re: Credit Agreement Warrants and Underlying Shares
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Securities Act"), by Mindspeed Technologies, Inc., a Delaware
corporation ("Mindspeed"), of (a) the resale by the holders thereof of (i)
warrants (the "Credit Agreement Warrants") to purchase up to 8,333,334 shares
(the "Shares") of common stock, par value $.01 per share, of Mindspeed
(including the associated preferred share purchase rights), issued to Conexant
Systems, Inc., a Delaware corporation ("Conexant"), and (ii) 8,333,334 Shares
which may be delivered from time to time upon exercise of the Credit Agreement
Warrants, and (b) the issuance by Mindspeed of 8,333,334 Shares upon exercise of
the Credit Agreement Warrants by holders thereof, we advise as follows:
As counsel for Mindspeed, we are familiar with the Restated
Certificate of Incorporation and the Bylaws of Mindspeed, each as amended to the
date hereof, and we have reviewed (i) the Registration Statement on Form S-3 to
be filed by Mindspeed under the Securities Act with respect to the Credit
Agreement Warrants and the Shares to be delivered from time to time upon
exercise of the Credit Agreement Warrants (the "Registration Statement") and
(ii) the corporate proceedings taken by Mindspeed in connection with the
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authorization of the Credit Agreement Warrants and the Shares to be delivered
from time to time upon exercise of the Credit Agreement Warrants. We have also
examined originals, or copies certified or otherwise authenticated to our
satisfaction, of such corporate records of Mindspeed and such other instruments,
certificates of public officials and representatives of Mindspeed and other
documents as we have deemed necessary as a basis for the opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the originals of all documents submitted to us as copies. As
to questions of fact material to this opinion, we have, when relevant facts were
not independently established, relied upon certificates of officers of Mindspeed
and appropriate public officials.
On the basis of the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
1. The Credit Agreement Warrants constitute the valid and binding
obligations of Mindspeed enforceable against Mindspeed in accordance with their
terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the
enforcement of creditors' rights in general and general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
2. Upon the effectiveness under the Securities Act of the
Registration Statement and full payment in accordance with the terms of the
Credit Agreement Warrants, any newly
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issued Shares delivered upon exercise of the Credit Agreement Warrants will,
when so delivered, be legally and validly issued, fully paid and nonassessable.
We express no opinion herein as to any laws other than the laws of
the State of New York, the General Corporation Law of the State of Delaware (as
well as the applicable provisions of the Delaware Constitution and applicable
reported judicial decisions) and the federal laws of the United States.
We hereby consent to the reference to us and our opinion in the
Registration Statement and to the filing of this opinion as an Exhibit to the
Registration Statement. We also hereby consent to the reference to this firm
under the caption "Legal Matters" in the Prospectus constituting a part of the
Registration Statement.
Very truly yours,
XXXXXXXXXX & XXXXX LLP
