EXHIBIT 5.1 [COOLEY GODWARD LLP LOGO] ATTORNEYS AT LAW San Francisco, CA 415 693-2000 4365 Executive Drive Palo Alto, CA Suite 1100 415 843-5000 San Diego, CA 92121-2128 Menlo Park, CA Main 619 550-6000 415 843-5000 Fax 619 453-3555 April 28, 1997 Boulder, CO http://www.cooley.com 303 546-4000 THOMAS A. COLL 619 550-6013 collta@colley.com QUALCOMM Incorporated 6455 Lusk Blvd. San Diego, CA 92121 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by QUALCOMM Incorporated, a Delaware corporation (the "Company"), and QUALCOMM Financial Trust I, a Delaware statutory business trust (the "Trust"), of a Registration Statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission covering the resale (i) up to 13,200,000 Trust Convertible Preferred Securities of the Trust, (ii) up to $680,452,500 in aggregate principal amount of 5-3/4% Convertible Subordinated Debentures due February 24, 2012 of the Company (the "Debt Securities"), (iii) up to 9,084,240 shares of the Company's Common Stock issuable upon conversion of the Debt Securities (the "Shares") and (iv) a Convertible Preferred Securities Guarantee of the Company. In connection with this opinion, we have examined the Registration Statement and related Prospectus, your Certificate of Incorporation, as amended, your Bylaws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued upon conversion of the Debt Securities and sold and issued in accordance with the Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable. [COOLEY GODWARD LLP LOGO] QUALCOMM Incorporated April 28, 1997 Page Two We consent to the reference to our firm under the caption "Legal Opinions" in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Cooley Godward LLP /s/ Thomas A. Coll Thomas A. Coll