S-8

As filed with the Securities and Exchange Commission on August 28, 2003.

Registration No. 333-______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

MARVELL TECHNOLOGY GROUP LTD.

(Exact name of registrant as specified in its charter)

Bermuda
(State or other jurisdiction of
incorporation or organization) 77-0481679
(I.R.S. Employer
Identification No.)

4th Floor
Windsor Place
22 Queen Street
P.O. Box HM 1179
Hamilton HM EX
Bermuda
(441) 296-6395
(Address, including Zip Code, and Telephone Number, including
Area Code of Registrant’s Principal Executive Offices)

Marvell Technology Group Ltd.
Amended and Restated
1995 Stock Option Plan
(Full title of the plans)

Matthew Gloss
Vice President of Business Affairs and General Counsel
Marvell Semiconductor, Inc.
700 First Avenue
Sunnyvale, California 94089
(408) 222-2500
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)

CALCULATION OF REGISTRATION FEE

Title of	Amount		Proposed Maximum		Proposed		Amount of
Securities To	To Be		Offering Price		Maximum Aggregate		Registration
Be Registered	Registered(1)		per Share(2)		Offering Price(2)		Fee
Common Stock, par value $.002 per share: to be issued under the Marvell Technology Group Ltd. Amended and Restated 1995 Stock Option Plan	10,000,000		$	38.205	$	382,050,000	$	30,908
Total Registration Fee		N/A		N/A		N/A	$	30,908

(1)	Pursuant to Rule 416(a) of the Securities Act, this Registration Statement also covers shares issued pursuant to antidilution provisions set forth in the Marvell Technology Group Ltd. Amended and Restated 1995 Stock Option Plan.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) and 457(c) under the Securities Act of 1933 solely for the purpose of calculating the registration fee, based upon the average of the high and low sales prices of Marvell Technology Group Ltd. common stock, as reported on the Nasdaq National Market on August 21, 2003.

     The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933.

TABLE OF CONTENTS

GENERAL INSTRUCTION E INFORMATION
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference.
	Item 8. Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.1

INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

GENERAL INSTRUCTION E INFORMATION

     This Registration Statement on Form S-8 is filed by Marvell Technology Group Ltd., a Bermuda corporation (the “Company”), to register an additional 10,000,000 shares of the Company’s common stock, par value $0.002 per share (“Common Stock”), issuable to holders of options issued under the Company’s Amended and Restated 1995 Stock Option Plan and consists of only those items required by General Instruction E to Form S-8.

     The contents of the Company’s Registration Statement on Form S-8 (Registration No. 333-40152) previously filed with the Securities and Exchange Commission on June 26, 2000, the Company’s Registration Statement on Form S-8 (Registration No. 333-55974) previously filed with the Securities and Exchange Commission on February 21, 2001, the Company’s Registration Statement on Form S-8 (Registration No. 333-87322) previously filed with the Securities and Exchange Commission on May 1, 2002 and the Company’s Registration Statement on Form S-8 (Registration No. 333-104925) previously filed with the Securities and Exchange Commission on May 2, 2003, each of which relates to the Company’s Amended and Restated 1995 Stock Option Plan, are incorporated herein by reference and made a part hereof.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Registrant (File No. 0-30877) with the Securities and Exchange Commission are incorporated by reference in this Registration Statement:

(a)	Registrant’s Current Report on Form 8-K filed on August 28, 2003.
(b)	Registrant’s Current Report on Form 8-K filed on June 27, 2003.
(c)	Registrant’s Current Report on Form 8-K filed on February 6, 2003.
(d)	Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 3, 2003.
(e)	Registrant’s Annual Report on Form 10-K for the fiscal year ended February 1, 2003.
(f)	The description of Registrant’s Capital Stock contained in Registrant’s Registration Statement on Form 8-A, filed June 22, 2000 pursuant to Section 12(g) of the Securities Exchange Act of 1934 including any amendment or report filed for the purpose of updating such description.

     In addition, all documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

Item 8. Exhibits.

Exhibit
Number	Description
5.1	Opinion of Appleby Spurling & Kempe.
23.1	Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2	Consent of Appleby Spurling & Kempe (included in Exhibit 5.1 hereto).
24.1	Power of Attorney (contained on signature page hereto).

1

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on the 28th day of August, 2003.

MARVELL TECHNOLOGY GROUP LTD.
By:	/s/ Sehat Sutardja Dr. Sehat Sutardja President and Chief Executive Officer

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF MARVELL TECHNOLOGY GROUP LTD.

     Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Marvell Technology Group Ltd., has signed this Registration Statement in the City of Sunnyvale, State of California, on the 28th day of August, 2003.

By: /s/ Sehat Sutardja Dr. Sehat Sutardja
President and Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints DR. SEHAT SUTARDJA and GEORGE HERVEY, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Sehat Sutardja Dr. Sehat Sutardja	Co-Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer)	August 28, 2003
/s/ George Hervey George Hervey	Vice President of Finance and Chief Financial Officer (Principal Financial and Accounting Officer)	August 28, 2003
/s/ Weili Dai Weili Dai	Executive Vice President, Secretary and Director	August 28, 2003
/s/ Pantas Sutardja Dr. Pantas Sutardja	Vice President and Director	August 28, 2003

2

Signature	Title	Date
/s/ Diosdado P. Banatao Diosdado P. Banatao	Co-Chairman of the Board	August 28, 2003
/s/ Herbert Chang Herbert Chang	Director	August 28, 2003
/s/ John M. Cioffi Dr. John M. Cioffi	Director	August 28, 2003
/s/ Paul R. Gray Dr. Paul R. Gray	Director	August 28, 2003
/s/ Ron Verdoorn Ron Verdoorn	Director	August 28, 2003
/s/ Manuel Alba Manuel Alba	Director	August 28, 2003

3

EXHIBIT INDEX

Exhibit
Number	Description
5.1	Opinion of Appleby Spurling & Kempe.
23.1	Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2	Consent of Appleby Spurling & Kempe (included in Exhibit 5.1 hereto).
24.1	Power of Attorney (included on signature page hereto).

4 EX-5.1 3 f92764exv5w1.txt EXHIBIT 5.1 [J. VIRGIL SMITH LETTERHEAD] EXHIBIT 5.1 27 August 2003 Marvell Technology Group Ltd. 4th Floor, Windsor Place 22 Queen Street P.O. Box HM 1179 Hamilton HM EX, Bermuda Dear Sirs: MARVELL TECHNOLOGY GROUP LTD. We have acted as attorneys in Bermuda for Marvell Technology Group Ltd., a Bermuda company (the "Company") in connection with its filing with the United States Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") with respect to 10,000,000 of the Company's common shares of par value US$0.002 per share to be issued pursuant to the terms of the Marvell Technology Group Ltd. Amended and Restated 1995 Stock Option Plan (together, the "Common Shares"). For the purposes of this opinion we have examined and relied upon the documents listed, and in some cases defined, in the Schedule to this opinion (the "Documents") together with such other documentation as we have considered requisite to this opinion. ASSUMPTIONS In stating our opinion we have assumed: (a) the authenticity, accuracy and completeness of all Documents and other documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other documentation submitted to us as certified, conformed, notarised or photostatic copies; (b) the genuineness of all signatures on the Documents; (c) that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent; (d) that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would have a material effect on any of the opinions herein expressed; Marvell Technology Group Ltd. - 2 - 27 August 2003 (e) that all representations and factual statements appearing in the Registration Statement, the Plans and the Resolutions, other than as to the laws of Bermuda, are true, accurate and complete in all material respects; (f) that the Resolutions are in full force and effect and have not been rescinded, either in whole or in part, and accurately record: (i) the resolutions passed by the Board of Directors and Members of the Company in meetings which were duly convened and at which a duly constituted quorum was present and voting throughout (ii) resolutions adopted by all the Directors of the Company as unanimous written resolutions of the Board of Directors and (iii) resolutions adopted by all the Members of the Company as unanimous written resolutions of the Members of the Company; and further that there is no matter affecting the authority of the Directors to bring about the issue of the Common Shares by the Company under the terms of the Plans, not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein; (g) that any awards granted under the Plans relevant to this opinion (collectively, "Awards") will constitute the legal, valid and binding obligations of the parties thereto, other than the Company; (h) that each Director of the Company, when the Board of Directors of the Company passed the Board Resolutions, discharged his fiduciary duty owed to the Company and acted honestly and in good faith with a view to the best interests of the Company; (i) that the Company has entered into its obligations under the Plans in good faith for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing that the transactions contemplated in the respective Plan would benefit the Company; (j) that at the time of issue by the Stock Option Committee of the Board of Directors (the "Committee") of any Award, or any Common Shares pursuant to any such Award, such Committee was duly constituted and at the date hereof remains a duly constituted committee of the Board of Directors of the Company having the necessary powers and authorities to issue Awards and Common Shares pursuant to the Plans; (k) that the approval of the issue of any Awards and of any Common Shares under Awards will be duly made either at a duly convened and quorate meeting of the Board of Directors of the Company, or at a duly convened and quorate meeting of the Committee in a manner complying with the terms of the Bye-laws of the Company then in force and within the authority then given to the Committee by the Board of Directors of the Company; Marvell Technology Group Ltd. - 3 - 27 August 2003 (l) that when the issue of any Common Shares under the Plans is authorised, the issue price will not be less than the par value of the Shares and that the Company will have sufficient authorised share capital to effect such issue and will continue to hold the necessary Consent from the Bermuda Monetary Authority for such share issue; (m) that in any case where Common Shares are issued by the Company pursuant to the Plans on the terms of an Award that does not require the allottee to pay to the Company a cash subscription price for such Common Shares, the Company will receive prior to the allotment of shares a transfer to it of assets from the allottee with a fair value at least equivalent to the aggregate par value of the Shares issued to him pursuant to that Award; (n) that when filed with the Securities and Exchange Commission, the Registration Statement will not differ in any material respect from the draft referred to in paragraph 1 of the Schedule; (o) that the records which were the subject of the Company Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Company Search been materially altered; and (p) that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Litigation Search been materially altered. OPINION Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that when issued and allotted by the Board of Directors of the Company or by the Committee pursuant to Awards and when fully paid for pursuant to and in accordance with the terms and conditions of the Plans, as contemplated by the Plans, the Common Shares will be validly issued, fully-paid and non-assessable shares in the capital of the Company. RESERVATIONS We have the following reservations: (a) We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof. Marvell Technology Group Ltd. - 4 - 27 August 2003 (b) Any reference in this opinion to Common Shares being "non-assessable" shall mean, in relation to fully paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and the holder of such Common Shares, that no shareholder shall be bound by an alteration to the Memorandum of Association or Bye-laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company. (c) Searches of the Register of Companies at the office of the Registrar of Companies are not conclusive and it should be noted that the Register of Companies does not reveal: (i) details of matters which have been lodged for filing or registration which as a matter of general practice of the Registrar of Companies would have or should have been disclosed on the public file but have not actually been registered or to the extent that they have been registered have not been disclosed or do not appear in the public records at the date and time the search is concluded; or (ii) details of matters which should have been lodged for registration but have not been lodged for registration at the date the search is concluded. (d) In order to issue this opinion we have carried out the Searches as referred to in paragraphs 4 and 5 of the Schedule and have not enquired as to whether there has been any change since the date of the Searches. (e) We have relied upon the statements made in the Officers Certificate referred to in paragraph 9 of the Schedule. We have made no independent verification of the matters referred to in the certificate and we qualify this opinion to the extent that the statements made in the certificate are not accurate in any respect. DISCLOSURE This opinion is addressed to you in connection with the registration of the Common Shares with the Securities and Exchange Commission. Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change. We hereby consent to the inclusion of the opinion as an exhibit to the Registration Statement. Marvell Technology Group Ltd. - 5 - 27 August 2003 This opinion is governed by and is to be construed in accordance with Bermuda law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than Bermuda. Yours faithfully APPLEBY SPURLING & KEMPE Marvell Technology Group Ltd. 27 August 2003 SCHEDULE 1. An electronic copy of the draft of the Registration Statement received on 21 August 2003 (excluding the exhibits and excluding the documents incorporated by reference). 2. An electronic copy of the Marvell Technology Group Ltd. Amended and Restated 1995 Stock Option Plan (as amended through 7 May 2001) ( the "Plan"). 3. Copies of the Written Resolution of the Board of Directors of the Company effective on 18 April 1995, the Minutes of the meeting of the Board of Directors of the Company held on 8 May 2000, the Written Resolution of the Board of Directors of the Company effective on 8 February 2001, the Minutes of the meeting of the Board of Directors of the Company held on 6 May 2001, the Written Resolution of the Board of Directors of the Company effective on 1 May 2003, the Written Resolution of the Board of Directors of the Company effective on 7 May 2003 (the "Board Resolutions"), the Written Resolution of the Members of the Company effective 11 April 1995, the Minutes of the meeting of the Members of the Company held on 17 June 2000, the Minutes of the meeting of the Members of the Company held on 21 June 2001 and the Minutes of the meeting of the Members of the Company held on 27 June 2003 (the "Members Resolutions" and together with the Board Resolutions are herein referred to as the "Resolutions") 4. The entries and filings shown in respect of the Company on the file of the Company maintained in the Register of Companies at the office of the Registrar of Companies in Hamilton, Bermuda, as revealed by a search done on 27 August 2003 (the "Company Search"); 5. The entries and filings shown in respect of the Company in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a search done on 27 August 2003 (the "Litigation Search"); (The Company Search and the Litigation Search are collectively referred to as the "Searches") 6. Copies of the Certificate of Incorporation, Memorandum of Association and Bye-laws of the Company incorporating all amendments to 21 June 2001 (collectively referred to as the "Constitutional Documents"); 7. A copy of the permissions dated 31 May 2000 given by the Bermuda Monetary Authority under the Exchange Control Act (1972) and related regulations for the issue of shares in the capital of the Company; EX-23.1 4 f92764exv23w1.txt EXHIBIT 23.1 EXHIBIT 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 2003 relating to the financial statements of Marvell Technology Group Ltd., which appears in Marvell Technology Group Ltd.'s Annual Report on Form 10-K for the year ended February 1, 2003. /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP San Jose, California August 28, 2003 -----END PRIVACY-ENHANCED MESSAGE-----

EX-5.1

[J. VIRGIL SMITH LETTERHEAD]

                                                                     EXHIBIT 5.1

                                                                  27 August 2003

Marvell Technology Group Ltd.
4th Floor, Windsor Place
22 Queen Street
P.O. Box HM 1179
Hamilton HM EX, Bermuda


Dear Sirs:


MARVELL TECHNOLOGY GROUP LTD.

We have acted as attorneys in Bermuda for Marvell Technology Group Ltd., a
Bermuda company (the "Company") in connection with its filing with the United
States Securities and Exchange Commission of a Registration Statement on Form
S-8 (the "Registration Statement") with respect to 10,000,000 of the Company's
common shares of par value US$0.002 per share to be issued pursuant to the terms
of the Marvell Technology Group Ltd. Amended and Restated 1995 Stock Option Plan
(together, the "Common Shares").

For the purposes of this opinion we have examined and relied upon the documents
listed, and in some cases defined, in the Schedule to this opinion (the
"Documents") together with such other documentation as we have considered
requisite to this opinion.

ASSUMPTIONS

In stating our opinion we have assumed:

(a)      the authenticity, accuracy and completeness of all Documents and other
         documentation examined by us submitted to us as originals and the
         conformity to authentic original documents of all Documents and other
         documentation submitted to us as certified, conformed, notarised or
         photostatic copies;

(b)      the genuineness of all signatures on the Documents;

(c)      that each of the Documents and other such documentation which was
         received by electronic means is complete, intact and in conformity with
         the transmission as sent;

(d)      that there are no provisions of the laws or regulations of any
         jurisdiction other than Bermuda which would have a material effect on
         any of the opinions herein expressed;

Marvell Technology Group Ltd.           - 2 -                     27 August 2003

(e)      that all representations and factual statements appearing in the
         Registration Statement, the Plans and the Resolutions, other than as to
         the laws of Bermuda, are true, accurate and complete in all material
         respects;

(f)      that the Resolutions are in full force and effect and have not been
         rescinded, either in whole or in part, and accurately record: (i) the
         resolutions passed by the Board of Directors and Members of the Company
         in meetings which were duly convened and at which a duly constituted
         quorum was present and voting throughout (ii) resolutions adopted by
         all the Directors of the Company as unanimous written resolutions of
         the Board of Directors and (iii) resolutions adopted by all the Members
         of the Company as unanimous written resolutions of the Members of the
         Company; and further that there is no matter affecting the authority of
         the Directors to bring about the issue of the Common Shares by the
         Company under the terms of the Plans, not disclosed by the
         Constitutional Documents or the Resolutions, which would have any
         adverse implication in relation to the opinions expressed herein;

(g)      that any awards granted under the Plans relevant to this opinion
         (collectively, "Awards") will constitute the legal, valid and binding
         obligations of the parties thereto, other than the Company;

(h)      that each Director of the Company, when the Board of Directors of the
         Company passed the Board Resolutions, discharged his fiduciary duty
         owed to the Company and acted honestly and in good faith with a view to
         the best interests of the Company;

(i)      that the Company has entered into its obligations under the Plans in
         good faith for the purpose of carrying on its business and that, at the
         time it did so, there were reasonable grounds for believing that the
         transactions contemplated in the respective Plan would benefit the
         Company;

(j)      that at the time of issue by the Stock Option Committee of the Board of
         Directors (the "Committee") of any Award, or any Common Shares pursuant
         to any such Award, such Committee was duly constituted and at the date
         hereof remains a duly constituted committee of the Board of Directors
         of the Company having the necessary powers and authorities to issue
         Awards and Common Shares pursuant to the Plans;

(k)      that the approval of the issue of any Awards and of any Common Shares
         under Awards will be duly made either at a duly convened and quorate
         meeting of the Board of Directors of the Company, or at a duly convened
         and quorate meeting of the Committee in a manner complying with the
         terms of the Bye-laws of the Company then in force and within the
         authority then given to the Committee by the Board of Directors of the
         Company;

Marvell Technology Group Ltd.           - 3 -                     27 August 2003

(l)      that when the issue of any Common Shares under the Plans is authorised,
         the issue price will not be less than the par value of the Shares and
         that the Company will have sufficient authorised share capital to
         effect such issue and will continue to hold the necessary Consent from
         the Bermuda Monetary Authority for such share issue;

(m)      that in any case where Common Shares are issued by the Company pursuant
         to the Plans on the terms of an Award that does not require the
         allottee to pay to the Company a cash subscription price for such
         Common Shares, the Company will receive prior to the allotment of
         shares a transfer to it of assets from the allottee with a fair value
         at least equivalent to the aggregate par value of the Shares issued to
         him pursuant to that Award;

(n)      that when filed with the Securities and Exchange Commission, the
         Registration Statement will not differ in any material respect from the
         draft referred to in paragraph 1 of the Schedule;

(o)      that the records which were the subject of the Company Search were
         complete and accurate at the time of such search and disclosed all
         information which is material for the purposes of this opinion and such
         information has not since the date of the Company Search been
         materially altered; and

(p)      that the records which were the subject of the Litigation Search were
         complete and accurate at the time of such search and disclosed all
         information which is material for the purposes of this opinion and such
         information has not since the date of the Litigation Search been
         materially altered.

OPINION

Based upon and subject to the foregoing and subject to the reservations set out
below and to any matters not disclosed to us, we are of the opinion that when
issued and allotted by the Board of Directors of the Company or by the Committee
pursuant to Awards and when fully paid for pursuant to and in accordance with
the terms and conditions of the Plans, as contemplated by the Plans, the Common
Shares will be validly issued, fully-paid and non-assessable shares in the
capital of the Company.

RESERVATIONS

We have the following reservations:

(a)      We express no opinion as to any law other than Bermuda law and none of
         the opinions expressed herein relates to compliance with or matters
         governed by the laws of any jurisdiction except Bermuda. This opinion
         is limited to Bermuda law as applied by the courts of Bermuda at the
         date hereof.

Marvell Technology Group Ltd.           - 4 -                     27 August 2003



(b)      Any reference in this opinion to Common Shares being "non-assessable"
         shall mean, in relation to fully paid shares of the Company and subject
         to any contrary provision in any agreement in writing between the
         Company and the holder of such Common Shares, that no shareholder shall
         be bound by an alteration to the Memorandum of Association or Bye-laws
         of the Company after the date on which he became a shareholder, if and
         so far as the alteration requires him to take, or subscribe for
         additional shares, or in any way increases his liability to contribute
         to the share capital of, or otherwise to pay money to, the Company.

(c)      Searches of the Register of Companies at the office of the Registrar of
         Companies are not conclusive and it should be noted that the Register
         of Companies does not reveal:

         (i)      details of matters which have been lodged for filing or
                  registration which as a matter of general practice of the
                  Registrar of Companies would have or should have been
                  disclosed on the public file but have not actually been
                  registered or to the extent that they have been registered
                  have not been disclosed or do not appear in the public records
                  at the date and time the search is concluded; or

         (ii)     details of matters which should have been lodged for
                  registration but have not been lodged for registration at the
                  date the search is concluded.

(d)      In order to issue this opinion we have carried out the Searches as
         referred to in paragraphs 4 and 5 of the Schedule and have not enquired
         as to whether there has been any change since the date of the Searches.

(e)      We have relied upon the statements made in the Officers Certificate
         referred to in paragraph 9 of the Schedule. We have made no independent
         verification of the matters referred to in the certificate and we
         qualify this opinion to the extent that the statements made in the
         certificate are not accurate in any respect.

DISCLOSURE

This opinion is addressed to you in connection with the registration of the
Common Shares with the Securities and Exchange Commission. Further, this opinion
speaks as of its date and is strictly limited to the matters stated herein and
we assume no obligation to review or update this opinion if applicable law or
the existing facts or circumstances should change. We hereby consent to the
inclusion of the opinion as an exhibit to the Registration Statement.

Marvell Technology Group Ltd.           - 5 -                     27 August 2003

This opinion is governed by and is to be construed in accordance with Bermuda
law. It is given on the basis that it will not give rise to any legal
proceedings with respect thereto in any jurisdiction other than Bermuda.

Yours faithfully
APPLEBY SPURLING & KEMPE





Marvell Technology Group Ltd.                                     27 August 2003

                                    SCHEDULE

1.       An electronic copy of the draft of the Registration Statement received
         on 21 August 2003 (excluding the exhibits and excluding the documents
         incorporated by reference).

2.       An electronic copy of the Marvell Technology Group Ltd. Amended and
         Restated 1995 Stock Option Plan (as amended through 7 May 2001) ( the
         "Plan").

3.       Copies of the Written Resolution of the Board of Directors of the
         Company effective on 18 April 1995, the Minutes of the meeting of the
         Board of Directors of the Company held on 8 May 2000, the Written
         Resolution of the Board of Directors of the Company effective on 8
         February 2001, the Minutes of the meeting of the Board of Directors of
         the Company held on 6 May 2001, the Written Resolution of the Board of
         Directors of the Company effective on 1 May 2003, the Written
         Resolution of the Board of Directors of the Company effective on 7 May
         2003 (the "Board Resolutions"), the Written Resolution of the Members
         of the Company effective 11 April 1995, the Minutes of the meeting of
         the Members of the Company held on 17 June 2000, the Minutes of the
         meeting of the Members of the Company held on 21 June 2001 and the
         Minutes of the meeting of the Members of the Company held on 27 June
         2003 (the "Members Resolutions" and together with the Board Resolutions
         are herein referred to as the "Resolutions")

4.       The entries and filings shown in respect of the Company on the file of
         the Company maintained in the Register of Companies at the office of
         the Registrar of Companies in Hamilton, Bermuda, as revealed by a
         search done on 27 August 2003 (the "Company Search");

5.       The entries and filings shown in respect of the Company in the Supreme
         Court Causes Book maintained at the Registry of the Supreme Court in
         Hamilton, Bermuda, as revealed by a search done on 27 August 2003 (the
         "Litigation Search");

         (The Company Search and the Litigation Search are collectively referred
         to as the "Searches")

6.       Copies of the Certificate of Incorporation, Memorandum of Association
         and Bye-laws of the Company incorporating all amendments to 21 June
         2001 (collectively referred to as the "Constitutional Documents");

7.       A copy of the permissions dated 31 May 2000 given by the Bermuda
         Monetary Authority under the Exchange Control Act (1972) and related
         regulations for the issue of shares in the capital of the Company;

EX-23.1

                                                                    EXHIBIT 23.1

                       Consent of Independent Accountants

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 26, 2003 relating to the
financial statements of Marvell Technology Group Ltd., which appears in Marvell
Technology Group Ltd.'s Annual Report on Form 10-K for the year ended February
1, 2003.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP

San Jose, California
August 28, 2003