As filed with the Securities and Exchange Commission on February 2, 2016

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

BROADCOM LIMITED

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Singapore (State or Other Jurisdiction of Incorporation or Organization)		98-1254807 (I.R.S. Employer Identification Number)

1 Yishun Avenue 7

Singapore 768923

(65) 6755-7888

(Address of Principal Executive Offices including Zip Code)

 

 

Avago Technologies Limited 2009 Equity Incentive Award Plan

Broadcom Corporation 2012 Stock Incentive Plan

LSI Corporation 2003 Equity Incentive Plan

Amended and Restated Broadcom Limited Employee Share Purchase Plan

Emulex Corporation 2005 Equity Incentive Plan

Option to Purchase Syntax Stock Agreement with Joseph M. Marvin

Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries

Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries

(Full Title of the Plans)

 

 

Corporation Service Company

1090 Vermont Avenue NW

Washington, D.C. 20005

Tel: (800) 222-2122

(Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copy To:

 

Anthony J. Richmond		Patricia H. McCall
Latham & Watkins LLP		Rebecca Boyden
140 Scott Drive		c/o Broadcom Limited
Menlo Park, California 94025		1320 Ridder Park Drive
Telephone: (650) 328-4600		San Jose, California, 95131
Facsimile: (650) 463-2600		(408) 435-8000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Check one:

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered (1)		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee (4)
Ordinary Shares, No Par Value
Avago Technologies Limited 2009 Equity Incentive Award Plan		17,124,045		$122.75(2)		$2,101,976,523.75		$211,669.03
Avago Technologies Limited 2009 Equity Incentive Award Plan (Outstanding Share Options)		15,636,967		46.15(3)		$721,646,027.05		$72,669.75
Broadcom Corporation 2012 Stock Incentive Plan		79,306,533		$122.75(2)		$9,734,876,925.75		$980,302.11
LSI Corporation 2003 Equity Incentive Plan		5,116,037		$122.75(2)		$627,993,541.75		$63,238.95
LSI Corporation 2003 Equity Incentive Plan (Outstanding Share Options)		2,515,059		71.79(3)		$180,556,085.61		$18,182.00
Amended and Restated Broadcom Limited Employee Share Purchase Plan		8,849,587		$122.75(2)		$1,086,286,804.3		$109,389.08
Emulex Corporation 2005 Equity Incentive Plan (Outstanding Share Options)		25,662		83.95(3)		$2,154,324.90		$216.94
Option to Purchase Syntax Stock Agreement with Joseph M. Marvin (Outstanding Share Options)		2,200		74.49(3)		$163,878.00		$16.50
Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (Outstanding Share Options)		95,000		10.08(3)		$957,600		$96.43
Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries (Outstanding Share Options)		546,508		9.75(3)		$5,328,453		$536.58
Total		129,217,860		—		$14,461,940,164.11		$1,456,317.37

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares, no par value (“Ordinary Shares”), of the Registrant in respect of the securities identified in the above table by reason of any share dividend, share split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding Ordinary Shares of the Registrant.

(2)

Pursuant to Rule 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the average of the high and low prices of Avago Technologies Limited’s (the predecessor to the Registrant) ordinary shares as reported on the Nasdaq Global Select Market on January 27, 2015 of $122.75. Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is required to register plan interests.

(3)	Pursuant to Rule 457(h)(1) of the Securities Act, the proposed maximum offering price per share and the maximum aggregate offering price are based on the weighted average of the exercise prices for the outstanding share options as of February 1, 2015.

(4)

Avago Technologies Limited (“Avago”) previously paid $70,278.00 in registration fees with respect to a Registration Statement on Form S-8 File No. 333-201285 filed on December 29, 2014 with respect to 6,000,000 Ordinary Shares, of which $61,146.99 remains unutilized and, therefore, available for future registration fees pursuant to Rule 457(p) under the Securities Act; Avago previously paid $6,424.48 in registration fees with respect to a Registration Statement on Form S-8 File No. 333-184132 filed on September 27, 2012 with respect to 2,000,000 Ordinary Shares, of which $6,424.48 remains unutilized and, therefore, available for future registration fees pursuant to Rule 457(p) under the Securities Act; Avago previously paid $31,529.42 in registration fees with respect to a Registration Statement on Form S-8 File No. 333-195741 filed on May 6, 2014 with respect to 3,947,011 Ordinary Shares, of which $809.29 remains unutilized and, therefore, available for future registration fees pursuant to Rule 457(p) under the Securities Act; Avago previously paid $65,845.47 in registration fees with respect to a Registration Statement on Form S-8 File No. 333-196438 filed on June 2, 2014 with respect to 7,692,903 Ordinary Shares, of which $60,367.46 remains unutilized and, therefore, available for future registration fees pursuant to Rule 457(p) under the Securities Act; Avago previously paid $2,993.46 in registration fees with respect to a Registration Statement on Form S-8 File No. 333-203858 filed on May 5, 2015 with respect to 235,148 Ordinary Shares, of which $2,056.54 remains unutilized and, therefore, available for future registration fees pursuant to Rule 457(p) under the Securities Act; Broadcom Corporation (“Broadcom”) previously paid $25,376 in registration fees with respect to a Registration Statement on Form S-8 File No. 333-179871 filed on March 2, 2012 with respect to 6,091,591 Broadcom Corporation Class A common stock, of which $11,092.74 remains unutilized and, therefore, available for future registration fees pursuant to Rule 457(p) under the Securities Act; and Broadcom previously paid $1,392 in registration fees with respect to a Registration Statement on Form S-8 File No. 333-172017 filed on February 2, 2011 with respect to 829,825 Broadcom Corporation Class A common stock, of which $362.36 remains unutilized and, therefore, available for future registration fees pursuant to Rule 457(p) under the Securities Act. The Registrant, as a successor of Avago and Broadcom, has applied $142,259.86 in remaining available funds to the registration fee otherwise due for this Registration Statement and transmitted an additional $1,314,057.51 in connection with the filing.

Proposed sale to take place as soon after the effective date of the

Registration Statement as awards under the Plans are granted, exercised and/or distributed.

 

 

 

---

EXPLANATORY NOTE

On February 1, 2016, pursuant to the terms of the Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated as of May 28, 2015, by and among the Registrant, Avago Technologies Limited (“Avago”), Broadcom Corporation (“Broadcom”), Safari Cayman L.P., Avago Technologies Cayman Holdings Ltd., Avago Technologies Cayman Finance Limited, Buffalo CS Merger Sub, Inc. (“CS Merger Sub”) and Buffalo UT Merger Sub, Inc. (“UT Merger Sub,” and, together with CS Merger Sub, the “Merger Subs”), (a) the Registrant indirectly acquired Avago pursuant to the terms of a scheme of arrangement under Singapore law consummated in accordance with Section 210 of the Companies Act (Chapter 50) of Singapore, and (b) the Merger Subs merged with and into Broadcom, with Broadcom as the surviving corporation in such mergers (collectively, the “Transactions”). As a result of the Transactions, both Avago and Broadcom became indirect subsidiaries of the Registrant.

This Registration Statement on Form S-8 (this “Registration Statement”) relates to the registration of Ordinary Shares of the Registrant to be offered and sold under (A) the Avago Technologies Limited 2009 Equity Incentive Award Plan, (B) the Broadcom Corporation 2012 Stock Incentive Plan, (C) the Amended and Restated Broadcom Limited Employee Share Purchase Plan, (D) the LSI Corporation 2003 Equity Incentive Plan, (E) the Emulex Corporation 2005 Equity Incentive Plan, (F) the Option to Purchase Syntax Stock Agreement with Joseph M. Marvin, (G) the Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries and (H) the Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries.

---

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing information specified in Part I will be delivered in accordance with Form S-8 and Rule 428(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “SEC” or the “Commission”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Exchange Act. These documents, and the documents incorporated by reference in this Registration Statement pursuant to item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Exchange Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

In this Registration Statement, Broadcom Limited is sometimes referred to as “Registrant,” “we,” “us” or “our.”

 

Item 3.

Incorporation of Documents by Reference.

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this Registration Statement the following documents previously filed with the SEC (only to the extent “filed” and not “furnished” in accordance with SEC rules):

 

(a)

The Registrant’s final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act on September 28, 2015 (the “Prospectus”).

 

(b)

Avago’s Annual Report on Form 10-K for the fiscal year ended November 1, 2015, filed with the Commission on December 17, 2015.

 

(c)

All other reports filed by Avago pursuant to Section 13(a) or 15(d) of the Exchange Act since the annual report referred to in (b) above.

 

(d)

The Registrant’s Current Reports on Form 8-K filed on October 20, 2015 and February 2, 2016 (two filings).

 

(e)

The description of the Registrant’s Ordinary Shares contained in the Prospectus under the heading “Description of Holdco Share Capital.”

All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the Ordinary Shares offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents; except as to any portion of any future annual or quarterly report to shareholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K that is deemed to be furnished and not filed under such provisions.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4.

Description of Securities.

Not Applicable.

 

1

---

Item 5.

Interests of Named Experts and Counsel.

Not Applicable.

 

Item 6.

Indemnification of Directors and Officers.

Subject to the Singapore Companies Act and every other Act for the time being in force concerning companies and affecting the Registrant, article 99 of the Registrant’s Constitution provides that, subject to the Singapore Companies Act and every other Act for the time being in force concerning companies and affecting the Registrant, every director, managing director, secretary or other officer of the Registrant and its subsidiaries and affiliates shall be entitled to be indemnified by the Registrant against any liability incurred by him in defending any proceedings, civil or criminal, in which judgment is given in his favor; or in which he is acquitted; or in connection with any application under the Singapore Companies Act in which relief is granted to him by the Court.

In addition, no director, managing director, secretary or other officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer, or for joining in any receipt or other act for conformity, or for any loss or expense incurred by the Registrant, through the insufficiency or deficiency of title to any property acquired by order of the directors for the Registrant or for the insufficiency or deficiency of any security upon which any of the moneys of the Registrant are invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects are deposited, or any other loss, damage or misfortune which happens in the execution of his duties, unless the same happens through his own negligence, default, breach of duty or breach of trust.

Section 172 of the Singapore Companies Act prohibits a company from indemnifying its directors or officers against liability, which by law would otherwise attach to them for any negligence, default, breach of duty or breach of trust of which they may be guilty relating to the Registrant. However, a company is not prohibited from (a) purchasing and maintaining for any such officer insurance against any such liability, or (b) indemnifying such officer against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted, or in connection with any application under Section 76A(13) or 391 or any other provision of the Singapore Companies Act in which relief is granted to him by the court.

The Registrant has entered into indemnification agreements with its officers and directors. These indemnification agreements provide the Registrant’s officers and directors with indemnification to the maximum extent permitted by the Singapore Companies Act. The Registrant has also obtained a policy of directors’ and officers’ liability insurance that will insure directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances which are permitted under the Singapore Companies Act.

 

Item 7.

Exemption from Registration Claimed.

Not Applicable.

 

Item 8.

Exhibits.

See Index to Exhibits herein.

 

Item 9.

Undertakings.

(a) The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

 

2

---

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this Registration Statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

3

---

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this 1st day of February 2016.

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Hock E. Tan, Anthony E. Maslowski and Patricia H. McCall, and each of them, with full power of substitution and full power to act without the others, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature		Title		Date
/s/ Hock E. Tan Hock E. Tan		President and Chief Executive Officer and Director (Principal Executive Officer)		February 1, 2016
/s/ Anthony E. Maslowski Anthony E. Maslowski		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		February 1, 2016
/s/ James V. Diller James V. Diller		Chairman of the Board of Directors		February 1, 2016
/s/ Lewis C. Eggebrecht Lewis C. Eggebrecht		Director		February 1, 2016
/s/ Bruno Guilmart Bruno Guilmart		Director		February 1, 2016
/s/ Kenneth Y. Hao Kenneth Y. Hao		Director		February 1, 2016
/s/ Eddy W. Hartenstein Eddy W. Hartenstein		Director		February 1, 2016
/s/ Justine F. Lien Justine F. Lien		Director		February 1, 2016
/s/ Donald Macleod Donald Macleod		Director		February 1, 2016
/s/ Peter J. Marks Peter J. Marks		Director		February 1, 2016

 

4

---

Signature		Title		Date
/s/ Henry Samueli Henry Samueli		Director		February 1, 2016
/s/ Anthony E. Maslowski Anthony E. Maslowski		Authorized Representative in the United States		February 1, 2016

 

5

---

INDEX TO EXHIBITS

 

EXHIBIT
4.1		Constitution of Broadcom Limited (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on February 2, 2016)
4.2		Avago Technologies Limited 2009 Equity Incentive Award Plan (incorporated by reference to Exhibit 10.18 to Amendment No. 5 to Avago Technologies Limited’s Registration Statement on Form S-1 (File No. 333-153127) filed on July 27, 2009)
4.3		Amended and Restated Broadcom Limited Employee Share Purchase Plan (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on February 2, 2016)
4.4		Broadcom Corporation 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.20 to Broadcom Corporation’s Annual Report on Form 10-K (File No. 000-23993) filed on January 29, 2015)
4.5		LSI Corporation 2003 Equity Incentive Plan (incorporated by reference from Exhibit 4.1 to Avago Technologies Limited’s Registration Statement on Form S-8, filed with the SEC on May 6, 2014 (File No. 333-195741))
4.6		Emulex Corporation 2005 Equity Incentive Plan (incorporated by reference from Exhibit 4.1 of Avago Technologies Limited’s Registration Statement on Form S-8, filed with the SEC on May 5, 2015 (File No. 333-203858))
4.7		Option to Purchase Syntax Stock Agreement with Joseph M. Marvin (incorporated by reference from Exhibit 4.3 to Avago Technologies Limited’s Registration Statement on Form S-8, filed with the SEC on June 2, 2014 (File No. 333-196438))
4.8		Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (incorporated by reference from Exhibit 10.20 to Avago Technologies Limited’s Registration Statement on Form S-1, as amended, filed with the SEC on August 5, 2009 (Filed No. 333-153127))
4.9		Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries (incorporated by reference from Exhibit 10.21 to Avago Technologies Limited’s Registration Statement on Form S-1, as amended, filed with the SEC on August 5, 2009 (Filed No. 333-153127))
5.1		Opinion of Allen & Gledhill LLP Advocates and Solicitors, Singapore
23.1		Consent of Allen & Gledhill LLP Advocates and Solicitors, Singapore (included in Exhibit 5.1)
23.2		Consent of PricewaterhouseCoopers LLP (Avago Technologies Limited)
23.3		Consent of PricewaterhouseCoopers LLP (LSI Corporation)
23.4		Consent of KPMG LLP (Broadcom Corporation)
24.1		Power of Attorney (included in the signature page to this registration statement)

 

6

Exhibit 5.1

On the letterhead of Allen & Gledhill LLP

Broadcom Limited

1 Yishun Avenue 7

Singapore 768923

February 1, 2016

Dear Sirs

Registration Statement on Form S-8 of Broadcom Limited (“Broadcom”)

 

1.		(a)		We refer to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Broadcom with the United States Securities and Exchange Commission on or about 1 February 2016, in connection with the registration under the Securities Act of 1933, as amended, of up to 129,217,860 ordinary shares in the capital of Broadcom (the “Registration Shares”) subject to issuance by Broadcom upon the valid exercise of subscription rights represented by outstanding share options deemed to have been granted by Broadcom (the “Assumed Options”) or subject to issuance by Broadcom under each of the following plans (collectively the “Plans”):

 

(1)

Avago Technologies Limited 2009 Equity Incentive Award Plan;

 

(2)

Broadcom Corporation 2012 Stock Incentive Plan;

 

(3)

LSI Corporation 2003 Equity Incentive Plan; and

 

(4)

Amended and Restated Broadcom Limited Employee Share Purchase Plan.

This opinion is being rendered to you in connection with the filing of the Registration Statement. Terms defined and references construed in the Merger Agreement have the same meaning and construction in this opinion unless otherwise defined herein.

 

		(b)		The Assumed Options are deemed to have been granted by Broadcom upon the assumption by Broadcom at the Avago Effective Time (as defined in the Merger Agreement (defined below)) of certain outstanding share options granted by Avago Technologies Limited (the “Avago Options”), a company incorporated under the laws of the Republic of Singapore (“Avago”), and the conversion of such Avago Options into options to purchase Broadcom Shares in connection with

 

1

---

Section 3.8 of the Agreement and Plan of Merger, made and entered into as of 28 May 2015 (as amended, the “Merger Agreement”), by and among (1) Broadcom Limited, (2) Avago, (3) Broadcom Corporation, (4) Broadcom Cayman L.P., (5) Avago Technologies Cayman Holdings Ltd., (6) Avago Technologies Cayman Finance Limited, (7) Buffalo CS Merger Sub, Inc., and (8) Buffalo UT Merger Sub, Inc.

 

2.	For the purpose of rendering this opinion, we have examined:-

 

(a)

an executed copy of the the Merger Agreement in PDF format as annexed to the Registration Statement on Form S-4 filed by Broadcom and Broadcom Cayman L.P. with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended;

 

(b)

in relation to Broadcom, a copy of each of the Constitution of the Company in force as at the date of this opinion (the “Constitution”), its Certificate Confirming Incorporation of Company and its Notice of Incorporation Upon Change of Name;

 

(c)

a copy of the member’s resolutions in writing of Broadcom passed on 31 January 2016 (excluding the exhibits thereto) (the “Shareholder Resolutions”);

 

(d)

a copy of the resolutions of the Board of Directors of Broadcom passed on 29 January 2016 (excluding the exhibits thereto) (the “Board Resolutions”); and

 

(e)

such other documents as we have considered necessary or desirable to examine in order that we may give this opinion.

 

3.	We have assumed for the purpose of rendering this opinion:

 

(a)

that the Merger Agreement is within the capacity and powers of, and has been validly authorised by, each party thereto and has been validly executed in the form examined by us for the purpose of rendering this opinion, duly and properly completed, and delivered by or on behalf of each such party thereto;

 

(b)

the genuineness of all signatures on all documents and the completeness, and the conformity to original documents, of all copies or other specimen documents submitted to us;

 

(c)

the correctness of all facts stated in the Merger Agreement;

 

(d)

that copies of Broadcom’s Constitution, Certificate Confirming Incorporation of Company and Notice of Incorporation Upon Change of Name submitted to us for examination are true, complete and up-to-date copies;

 

(e)

that each of the Shareholder Resolutions and the Board Resolutions is true, complete and up-to-date and such resolutions have not been rescinded or modified and all authorisations and approvals conferred thereby remain in full force and effect and that no other resolution or other action has been taken which may affect the validity of those resolutions;

 

2

---

(f)

that all relevant documents have been provided to us by the officers of Broadcom for inspection for purposes of this opinion;

 

(g)

that there are no provisions of the laws of any jurisdiction other than Singapore which would be contravened by the execution or delivery of the Merger Agreement or the allotment and issue of the Registration Shares and that, in so far as any obligation expressed to be incurred or performed under the Merger Agreement and/or any of the Plans is to be performed in, or is otherwise subject to the laws of, any jurisdiction other than Singapore, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction and all such laws have been or will be complied with;

 

(h)

that the choice of the respective governing laws of the Merger Agreement and each of the Plans has been made in good faith and will be regarded as a valid and binding selection which will be upheld in the United States federal or state courts, as a matter of the respective applicable laws governing the Merger Agreement and each of the Plans, and all other relevant laws except the laws of Singapore;

 

(i)

that all consents, approvals, authorisations, licences, exemptions, or orders required from any governmental or other regulatory authorities outside Singapore and all other requirements outside Singapore for the legality, validity and enforceability of the Merger Agreement and/or any of the Plans have been duly obtained or fulfilled and are and will remain in full force and effect and that any conditions to which they are subject have been satisfied;

 

(j)

that there are no agreements, documents, arrangements or transactions to which Broadcom is a party that may in any way prohibit or restrict the allotment and issue of the Registration Shares;

 

(k)

that Broadcom is solvent at the relevant time of issuance of any of the Registration Shares, including pursuant to the exercise of any Assumed Options;

 

(l)

that individual grants, purchases and issuances under the relevant Plan will be duly authorised by all necessary corporate actions of Broadcom;

 

(m)

that such individual grants, purchases and issuances are made under the relevant Plan and the Registration Shares are duly issued in accordance with the requirements of applicable law (other than the laws of the Republic of Singapore), the rules of the relevant Plan and in compliance with section 77 of the Companies Act, Chapter 50 of Singapore (the “Companies Act”); and

 

(n)

that Broadcom will have, at the time of the individual grants, purchases and issuances of the Registration Shares, obtained a mandate from shareholders of Broadcom to issue ordinary shares in the capital of Broadcom pursuant to section

 

3

---

161 of the Companies Act (the “Share Issue Mandate”) and such Share Issue Mandate will not have expired in accordance with its terms or been previously revoked or varied by Broadcom in a general meeting.

 

4.	Based upon and subject to paragraphs 2 and 3, and subject to any matters not disclosed to us, we are of the opinion that the Registration Shares to be allotted and issued by Broadcom:

 

(a)

upon the:

 

(i)

valid exercise of the subscription rights represented by outstanding Assumed Options deemed to have been granted in accordance with the terms of such Assumed Options, against full payment of the applicable exercise price; and/or

 

(ii)

valid exercise and/or vesting of the rights deemed to have been granted under the relevant Plans in accordance with the terms of such grants, against full payment of the applicable exercise price (if any);

 

(b)

when represented by share certificates issued by Broadcom in respect of such Registration Shares; and

 

(c)

duly registered in the register of members of Broadcom, in the name of the persons who have purchased the Registration Shares, or in the name of Cede & Co., a partnership organized pursuant to the laws of the State of New York, in the United States of America, as nominee of the Depository Trust Company, as the case may be,

will be duly authorised by Broadcom for issuance and will be legally issued, fully-paid and non-assessable.

 

5.

For the purposes of this opinion, we have assumed that the term “non-assessable” in relation to the Registration Shares to be issued means under Singapore law that holders of such Registration Shares, having fully paid up all amounts due on such Registration Shares as to the issue price thereon, are under no further personal liability to contribute to the assets or liabilities of Broadcom in their capacities purely as holders of such Registration Shares.

 

6.

We are not responsible for investigating or verifying the accuracy or completeness of any facts or information, including statements of foreign law, or the reasonableness of any assumptions or statements of opinion or intention contained in any document described in paragraph 2. In addition, we are not responsible for investigating or verifying that no material facts have been omitted from any document described in paragraph 2.

 

7.	We express no opinion as to the validity, binding effect or enforceability of any provision in the Plans or, where applicable, the Registration Shares by reference to a law other than that of Singapore, or as to the availability in Singapore of remedies which are available in

 

4

---

other jurisdictions. This opinion relates only to the laws of general application of the Republic of Singapore as at the date hereof and as currently applied by the Singapore courts, and is given on the basis that it will be governed by and construed in accordance with the laws of the Republic of Singapore. We have made no investigation of, and do not express or imply any views on, the laws of any country other than the Republic of Singapore.

 

8.	With respect of matters of fact material to this opinion, we have relied on the statements of the responsible officers of Broadcom.

 

9.	Our advice is strictly limited to matters stated in this opinion and is not to be construed as extending by implication to all the documents listed in paragraph 2 above, or to any other matter or document in connection with, or referred to, in such document.

 

10.	We consent to the use and filing of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement.

Yours faithfully

/s/ Allen & Gledhill LLP

 

5

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 17, 2015 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting of Avago Technologies Limited, which appears in Avago Technologies Limited’s Annual Report on Form 10-K for the year ended November 1, 2015.

/s/ PricewaterhouseCoopers LLP

San Jose, California

February 1, 2016

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 2014 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting of LSI Corporation, which appears in Avago Technologies Limited’s Current Report on Form 8-K/A filed on July 8, 2014.

/s/ PricewaterhouseCoopers LLP

San Jose, California

February 1, 2016

Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Broadcom Corporation:

We consent to the incorporation by reference in the registration statement on Form S-8 of Broadcom Limited of our report dated January 29, 2016, with respect to the consolidated balance sheets of Broadcom Corporation and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2015, which report appears in the Form 8-K of Broadcom Limited to be filed on or about February 1, 2016.

/s/ KPMG LLP

Irvine, California

January 29, 2016