The Board of Directors and Stockholders Fairchild Semiconductor International, Inc.:


   We have audited the accompanying consolidated balance sheets of Fairchild Semiconductor International, Inc. and subsidiaries (the "Company") as of December 31, 2000 and December 26, 1999, the related consolidated statements of operations, cash flows and stockholders' equity (deficit) for the year ended December 31, 2000, the seven months ended December 26, 1999, and for each of the years in the two-year period ended May 30, 1999. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

   We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

   In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2000 and December 26, 1999, the results of operations and cash flows for the year ended December 31, 2000, the seven months ended December 26, 1999 and for each of the years in the two-year period ended May 30, 1999, in conformity with accounting principles generally accepted in the United States of America.

   As discussed in Note 17 to the consolidated financial statements, the Company changed its method of accounting for business process reengineering costs in the year ended May 31, 1998, to adopt the provisions of the Emerging Issues Task Force Issue 97-13, "Accounting for Business Process Reengineering Costs".



Boston, Massachusetts
January 31, 2001