EXHIBIT 5.1 December 22, 1998 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, a Delaware corporation (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission, covering the offering of an aggregate of up to 7,670,000 shares of the Company's Common Stock, $.0001 par value (the "Shares"), including 5,000,000 shares for issuance pursuant to the Company's 1991 Stock Option Plan (the "Option Plan"), 2,200,000 shares for issuance pursuant to the 1991 Employee Stock Purchase Plan (the "Stock Plan") and 470,000 shares for issuance pursuant to the 1998 Non-Employee Directors' Stock Option Plan (the "Director Plan"). The Option Plan, Stock Plan and Director Plan are referred to collectively as the "Plans." In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectus, the Plans, the Company's Certificate of Incorporation and Bylaws, as amended, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. 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 and sold in accordance with the applicable Plan, the Registration Statement and related prospectus, 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 Thomas A. Coll