EXHIBIT 5.1


                        [COOLEY GODWARD LLP LETTERHEAD]



July 21, 1999


QUALCOMM INCORPORATED
5775 Morehouse Drive
San Diego, CA  92121-1704

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-3, as amended (the
"Registration Statement"), with the Securities and Exchange Commission, covering
an underwritten public offering of up to 6,900,000 shares of Common Stock (the
"Shares").

In connection with this opinion, we have examined and relied upon the
Registration Statement and related Prospectus, 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 Registration
Statement and related Prospectus, will be validly issued, fully paid and
nonassessable.

We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included on 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