EXHIBIT 5.1


                [LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]


                                 May 3, 2001


UTStarcom, Inc.
1275 Harbor Bay Parkway, Suite 100
Alameda, CA  94502

         RE: REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

         We have examined the Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission on May 3, 2001 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of an aggregate of
5,724,983 shares of your Common Stock (the "Shares") reserved for issuance
pursuant to the 1997 Stock Plan and the 2000 Employee Stock Purchase Plan
(collectively, the "Plans"). As legal counsel for UTStarcom, Inc., we have
examined the proceedings taken and are familiar with the proceedings proposed
to be taken by you in connection with the issuance and sale of the Shares
pursuant to the Plans.

         It is our opinion that the Shares, when issued and sold in the manner
described in the Plans and pursuant to the agreement that accompanies each grant
under the Plans, will be legally and validly issued, fully-paid and
non-assessable.

         We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto.

                                    Very truly yours,

                                    WILSON SONSINI GOODRICH & ROSATI
                                    Professional Corporation


                                    /s/ WILSON SONSINI GOODRICH & ROSATI