<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>b41977a2ex5.txt
<DESCRIPTION>OPINION AND CONSENT OF SKADDEN, ARPS, SLATE...
<TEXT>
<PAGE>

                                                                       Exhibit 5

            [LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]




                                 May 3, 2002


Alpha Industries, Inc.
20 Sylvan Road
Woburn, Massachusetts 01801

                           Re:      Alpha Industries, Inc.
                                    Registration Statement on Form S-4

Ladies and Gentlemen:

            We have acted as special counsel to Alpha Industries, Inc., a
Delaware corporation (the "Company"), in connection with the registration with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), of up to 94,065,894 shares (the "Shares")
of the Company's common stock, par value $0.25 per share (the "Common Stock"),
issuable pursuant to the Agreement and Plan of Reorganization, dated as of
December 16, 2001, as amended as of April 12, 2002, by and among Conexant
Systems, Inc. ("Conexant"), Washington Sub., Inc. ("Washington") and the Company
(the "Merger Agreement").

            This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act.

            In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-4 (File No. 333-83768) of the Company as filed
with the Commission on March 5, 2002; (ii) Amendment No. 1 to the Registration
Statement as filed with the Commission on April 16, 2002; (iii) Amendment No. 2
to the Registration Statement as filed with the Commission on May 3, 2002
(such Registration Statement, as so amended, being referred to hereinafter as
the "Registration Statement"), (iv) the
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May 3, 2002
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Amended and Restated Certificate of Incorporation of the Company, as amended to
date and currently in effect; (v) the Amended and Restated By-Laws of the
Company, as amended to date and currently in effect; (vi) the form of the Second
Amended and Restated Certificate of Incorporation of the Company intended to be
filed with the Secretary of State for the State of Delaware in connection with
the consummation of the merger contemplated by the Merger Agreement (the
"Merger"), filed as an exhibit to the Registration Statement (the "Amended
Charter"); (vii) the form of the Second Amended and Restated By-Laws of the
Company intended to be adopted by the Board of Directors of the Company (the
"Board of Directors") in connection with the consummation of the Merger, filed
as an exhibit to the Registration Statement; (viii) the specimen stock
certificate representing the Common Stock; and (ix) certain resolutions of the
Board of Directors, relating to the issuance of the Shares and certain related
matters. We also have examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.

            In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of executed documents, we have assumed that the parties thereto,
other than the Company, had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and the validity and binding effect thereof on such
parties. In rendering the opinions set forth below, we have assumed the due
filing of the Amended Charter with the Secretary of State of the State of
Delaware in connection with the consummation of the Merger. As to any facts
material to the opinions expressed herein which we have not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Company and others.

            Members of our firm are admitted to the bar in the Commonwealth
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Alpha Industries, Inc.                  3
May 3, 2002
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of Massachusetts, and we do not express any opinion as to the laws of any
jurisdiction other than the corporate laws of the State of Delaware
and we do not express any opinion as to the effect of any other
laws on the opinion stated herein.

            Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized for issuance and, upon the consummation of
the Merger pursuant to the Merger Agreement, the issuance of Shares in exchange
for shares of Washington common stock upon the surrender of any certificates
evidencing such shares of Washington common stock and registration of the Shares
in book-entry form in the records of the Company, the Shares will be validly
issued, fully paid and nonassessable.

            We note that pursuant to a resolution of the Board of Directors of
the Company, the Shares to be issued in the Merger will be uncertificated
shares. In accordance with applicable provisions of the Delaware General
Corporation Law, any registered holder of uncertificated shares upon request is
entitled to have a certificate representing such shares. We have assumed that
any holder of Shares requesting a certificate therefor will be provided a
certificate representing the Shares so held in the form of the specimen
certificates examined by us, signed manually by an authorized officer of the
transfer agent and registrar of the Common Stock.

            We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.




                                    Very truly yours,

                                    /s/ Skadden, Arps, Slate, Meagher & Flom LLP

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