<DOCUMENT>
<TYPE>EX-8.A
<SEQUENCE>4
<FILENAME>b41977a2ex8-a.txt
<DESCRIPTION>OPINION AND CONSENT OF CHADBOURNE & PARKE  LLP
<TEXT>
<PAGE>
                                                                     Exhibit 8.a

                     [LETTERHEAD OF CHADBOURNE & PARKE LLP]


                                                                     May 3, 2002


Conexant Systems, Inc.                          Washington Sub. Inc.
4311 Jamboree Road                              4311 Jamboree Road
Newport Beach, California 92660                 Newport Beach, California 92660

Ladies and Gentlemen:

     We have acted as counsel to Conexant Systems, Inc., a Delaware corporation
("Conexant"), and Washington Sub, Inc., a Delaware corporation and a wholly
owned subsidiary of Conexant ("Washington"), in connection with the proposed
Contribution, Distribution and Merger, as such terms are defined and described
in the Agreement and Plan of Reorganization, dated as of December 16, 2001, as
amended as of April 12, 2002 (the "Merger Agreement"), among Conexant,
Washington and Alpha Industries, Inc. ("Alpha"), a Delaware corporation. In
connection therewith, Alpha has filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), (i) on March 5, 2002 a Registration Statement on Form S-4
(File No. 333-83768), (ii) on April 16, 2002 Amendment No. 1 to such
Registration Statement on Form S-4 and (iii) on May 3, 2002 Amendment No. 2 to
such Registration Statement on Form S-4 (such Registration Statement, as amended
by such Amendment No. 1 and Amendment No. 2, herein called the "Registration
Statement"). The Registration Statement includes a proxy
statement/prospectus-information statement (the "proxy statement/prospectus-
information statement"). Unless otherwise indicated, each capitalized term used
herein has the meaning ascribed to it in the Merger Agreement and the
Distribution Agreement (as defined in the Merger Agreement).

<PAGE>

     Conexant has submitted to the Internal Revenue Service ("IRS") a request
for a private letter ruling, as supplemented with further submissions to the IRS
(the "Ruling Request"), with respect to certain U.S. federal income tax
consequences of the Contribution, the Distribution and the Merger.

     In connection with this opinion, we have examined the Merger Agreement, the
Distribution Agreement, the Registration Statement and such other documents and
corporate records as we have deemed necessary or appropriate in order to enable
us to render the opinion below. We have relied upon statements, representations
and covenants made by Alpha, Conexant and Washington, and the facts,
representations, assumptions and other information stated in the proxy
statement/prospectus-information statement, the Ruling Request, and such other
documents as we have deemed appropriate, and we have assumed that such
statements and representations are true without regard to any qualifications as
to knowledge, belief, materiality or substantiality. For purposes of this
opinion, we have assumed (i) the validity and accuracy of the documents and
corporate records that we have examined and the facts, representations and
covenants concerning the Contribution, Distribution and Merger that have come to
our attention during our engagement, (ii) that the Contribution, Distribution
and Merger will be consummated in accordance with the Distribution Agreement and
the Merger Agreement and as described in the proxy statement/prospectus-
information statement (and that no transaction or condition stated therein and
material to this opinion will be waived by any party), and (iii) the receipt and
continuing validity of a private letter ruling issued by the IRS pursuant to the
Ruling Request in form and in substance reasonably satisfactory to Conexant and
Alpha (the "Ruling") providing that the Contribution and the Distribution


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<PAGE>

will qualify as a reorganization under Sections 355 and 368 of the Internal
Revenue Code of 1986, as amended (the "Code"). Our opinion is conditioned upon,
among other things, the initial and continuing truth, accuracy, validity and
completeness of the items described above on which we are relying.

     Based upon and subject to the foregoing, and subject to the limitations and
qualifications set forth in the proxy statement/prospectus-information
statement, we hereby confirm our opinion set forth in the discussion therein
under the heading "U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE SPIN-OFF
TRANSACTION AND THE MERGER" (the "Discussion") regarding the material U.S.
federal income tax consequences of the Contribution, the Distribution and the
Merger to Conexant, Washington and Conexant's stockholders. We express no
opinion as to whether the Discussion addresses all of the U.S. federal income
tax consequences of the Contribution, the Distribution and the Merger. In
addition, we express no opinion as to the U.S. federal, state, local, foreign or
other tax consequences of the Contribution, the Distribution or the Merger to
Alpha or its stockholders. No opinion is expressed on any matters other than
those specifically addressed herein. Further, there can be no assurances that
the opinion expressed herein will be accepted by the IRS or, if challenged, by a
court. This opinion is delivered in accordance with the requirements of Item
601(b)(8) of Regulation S-K under the Securities Act.

     In rendering our opinion, we have considered the applicable provisions of
the Code, Treasury Department regulations promulgated thereunder, pertinent
judicial authorities, interpretive rulings of the IRS and such other authorities
as we have considered relevant. It should be noted that statutes, regulations,
judicial decisions and


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<PAGE>

administrative interpretations are subject to change at any time (possibly with
retroactive effect). A change in the authorities or the accuracy or completeness
of any of the facts, information, documents, corporate records, covenants,
statements, rulings, representations or assumptions on which our opinion is
based could affect our conclusions. This opinion is expressed as of the date
hereof, and we are under no obligation to supplement or revise our opinion to
reflect any changes (including changes that have retroactive effect) (i) in
applicable law or (ii) in any fact, information, document, corporate record,
covenant, statement, representation or assumption stated herein that becomes
untrue or incorrect.


     This letter is furnished to you for use in connection with the Registration
Statement and is solely for your benefit and the benefit of Conexant's
stockholders at the time of the Contribution, the Distribution and the Merger.
It is not to be used, circulated, quoted, or otherwise referred to for any other
purpose without our express written permission. This letter may not be relied
upon or used by any entity or person other than you and Conexant's stockholders
at the time of the Contribution, the Distribution and the Merger. Our opinion is
not intended to be, nor should it be construed to be, specific tax advice to any
stockholder of Conexant. Accordingly, each such stockholder is urged to consult
with his or her own tax advisor as to the specific tax consequences to him or
her of the Contribution, the Distribution and the Merger. In accordance with the
requirements of Item 601(b)(23) of Regulation S-K under the Securities Act, we
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm name under the headings "RISK
FACTORS", "THE MERGER AGREEMENT -- Conditions", "U.S. FEDERAL INCOME TAX
CONSEQUENCES OF THE SPIN-OFF TRANSACTION AND THE MERGER" and "LEGAL MATTERS" in
the proxy statement/prospectus-information statement. In giving such consent, we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission thereunder.




                                                Very truly yours,

                                                /s/ CHADBOURNE & PARKE LLP



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