<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>dex51.txt
<DESCRIPTION>OPINION OF WILSON SONSINI GOODRICH & ROSATI
<TEXT>
<PAGE>

                                                                    EXHIBIT 5.1

                               [WSGR LETTERHEAD]


                               February 14, 2002


UTStarcom, Inc.
1275 Harbor Bay Parkway
Alameda, California 94502


      Re: Registration Statement on Form S-3 (Reg. No. 333-82458)


Ladies and Gentlemen:


      We have examined the Registration Statement on Form S-3 filed by
UTStarcom, Inc. (the "Company") with the Securities and Exchange Commission on
February 8, 2002 (such registration statement, as it may be amended from time
to time, the "Registration Statement") in connection with the registration
under the Securities Act of 1933, as amended, of the resale by SOFTBANK America
Inc. (the "Selling Stockholder") of 10,000,000 shares of the Company's common
stock (plus up to an additional 1,500,000 shares subject to an overallotment
option to be issued and sold by the Company to the underwriters) (all such
shares to be sold the "Shares"). As counsel to the Company in connection with
this transaction, we have examined the proceedings taken and/or proposed to be
taken, as applicable, in connection with said sale of the Shares.


      It is our opinion that the Shares have been legally and validly issued by
the Company, and are fully paid and nonassessable.

      We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Prospectus that is filed as part of the Registration Statement,
and to the filing of this opinion as an exhibit to such Registration Statement.
In giving this consent, we do not admit that we are "experts" within the
meaning of Section 11 of the Securities Act or within the category of persons
whose consent is required by Section 7 of the Securities Act.

                                          Very truly yours,

                                          WILSON SONSINI GOODRICH & ROSATI,
                                          Professional Corporation

                                          /s/  WILSON SONSINI GOODRICH & ROSATI

</TEXT>
</DOCUMENT>
