[COOLEY GODWARD LLP LETTERHEAD] EXHIBIT 5.1 ATTORNEYS AT LAW San Francisco, CA 415 693-2000 4365 Executive Drive Palo Alto, CA Suite 1200 415 843-5000 San Diego, CA 92121-2128 Menlo Park, CA MAIN: 619 550-6000 415 843-5000 FAX: 619 453-3555 Boulder, CO 303 546-4000 Denver, CO WEB http://www.cooley.com 303 606-4800 THOMAS A. COLL July 24, 1997 Direct: (619) 550-6013 Internet: collta@cooley.com QUALCOMM Incorporated 6455 Lusk Boulevard 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, (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 5,400,000 additional shares of the Company's Common Stock, $.0001 par value, pursuant to its 1991 Stock Option Plan, as amended (the "Plan"). In connection with this opinion, we have examined the Registration Statement, your Restated Certificate of Incorporation and By-laws, each 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 described above, when sold and issued in accordance with the Plan and Registration Statement, will be validly issued, fully paid, and nonassessable. We consent 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