Please wait
May 18,
2010
Pericom
Semiconductor Corporation
3545
North First Street
San Jose,
California 95134
|
RE:
|
Pericom
Semiconductor Corporation - Registration Statement on Form
S-8
|
Ladies
and Gentlemen:
We have
acted as counsel to Pericom Semiconductor Corporation, a California corporation
(the “Company”), in connection with the registration on Form S-8 (the
“Registration Statement”) under the Securities Act of 1933, as amended, of an
aggregate of 2,000,000 shares of the Company’s common stock (the “Shares”)
pursuant to the Company’s 2010 Employee Stock Purchase Plan (the “Plan”).
This opinion is being furnished in accordance with the requirements of Item 8 of
Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness
thereof.
We have
reviewed the Company’s charter documents and the corporate proceedings taken by
the Company in connection with the establishment of the Plan. Based
on such review, we are of the opinion that if, as and when the Shares are issued
and sold (and the consideration therefor received) pursuant to the provisions of
the Plan and in accordance with the Registration Statement, the Shares will be
duly authorized, legally issued, fully paid and non-assessable.
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 Plan or the
Shares. We consent to the filing of this opinion letter as Exhibit
5.1 to the Registration Statement.
Very
truly yours,
/s/ Baker
& McKenzie LLP