##### 



Exhibit 3.5

CERTIFICATE OF DESIGNATION OF
RIGHTS, PREFERENCESAND PRIVILEGES OF

SERIES A JUNIOR PARTICIPATING PREFERRED
STOCK

OF

QLOGIC CORPORATION

Pursuant to Section 151 of the General
Corporation Lawof the State of Delaware

We, H.K. Desai and
Michael R. Manning, the President and Secretary, respectively,
of QLogic Corporation, a corporation organized and existing under the
General Corporation Law of the State of Delaware, in accordance with
the provisions of Section 103 thereof, DO HEREBY CERTIFY:

That pursuant to the
authority conferred upon the Board of Directors by the Certificate of
Incorporation of the said Corporation, the said Board of Directors on
June 4, 1996 adopted the following resolution creating a series
of 200,000 shares of Preferred Stock designated as Series A
Junior Participating Preferred Stock:

RESOLVED, that pursuant to the authority vested in the Board of Directors of
the corporation by the Certificate of Incorporation, the Board of
Directors does hereby provide for the issue of a series of Preferred
Stock, $.001 par value, of the Corporation, to be designated
Series A Junior Participating Preferred Stock,
initially consisting of 200,000 shares and to the extent that
the designations, powers, preferences and relative and other special
rights and the qualifications, limitations and restrictions of the
Series A Junior Participating Preferred Stock are not stated and
expressed in the Certificate of Incorporation, does hereby fix and
herein state and express such designations, powers, preferences and
relative and other special rights and the qualifications, limitations
and restrictions thereof, as follows (all terms used herein which are
defined in the Certificate of Incorporation shall be deemed to have
the meanings provided therein):

Section 1.  Designation
and Amount. The shares of such series shall be designated as
Series A Junior Participating Preferred Stock, par
value $.001 per share, and the number of shares constituting such
series shall be 200,000.

Section 2.  Dividends
and Distributions.

(A)  Subject
to the prior and superior right of the holders of any shares of any
series of Preferred Stock ranking prior and superior to the shares of
Series A Junior Participating Preferred Stock with respect to
dividends, the holders of shares of Series A Junior
Participating Preferred Stock shall be entitled to receive when, as
and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the
last day of



---



##### 



September, December, March and June in each year (each such date
being referred to herein as a Quarterly Dividend Payment
Date), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of
Series A Junior Participating Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to, subject to the
provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the
Common Stock of the Corporation (the Common Stock) since
the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series A Junior
Participating Preferred Stock. In the event the Corporation shall at
any time after June 20, 1996 (the Rights
Declaration Date) (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such case,
the amount to which holders of shares of Series A Junior
Participating Preferred Stock were entitled immediately prior to such
event under the preceding sentence shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

(B)     The
Corporation shall declare a dividend or distribution on the
Series A Junior Participating Preferred Stock as provided in
paragraph (A) above immediately after it declares a dividend payable
in shares of Common
Stock.

(C)     Dividends
shall begin to accrue and be cumulative on outstanding shares of
Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares
of Series A Junior Participating Preferred Stock, unless the
date of issue of such shares, is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue
from the date of issue of such shares, or unless the date of issue is
a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series A
Participating Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of
Series A Junior Participating Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share
basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of
shares of Series A Junior Participating Preferred Stock entitled
to receive payment of a dividend or distribution declared thereon,
which record date shall be no more than thirty (30) days prior to the
date fixed for the payment thereof.

Section 3.
Voting Rights. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting
rights:

(A)     Subject
to the provision for adjustment hereinafter set forth, each share of
Series A Junior Participating Preferred Stock shall entitle the
holder thereof to 100 votes on all matters submitted to a vote
of the stockholders of the Corporation. In the event the Corporation
shall at any time after the Rights Declaration Date (i) declare
any dividend on Common Stock payable in

2



---



##### 

shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such case
the number of votes per share to which holders of shares of
Series A Junior Participating Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such
number by a fraction, the numerator of which is the number of shares
of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

(B) Except
as otherwise provided herein or by law, the holders of shares of
Series A Junior Participating Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation.

(C) Except
as required by law, holders of Series A Junior Participating
Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any
corporate action.

Section 4.  Certain
Restrictions.

(A) The
Corporation shall not declare any dividend on, make any distribution on, or redeem
or purchase or otherwise acquire for consideration any shares of
Common Stock after the first issuance of a share or fraction of a
share of Series A Junior Participating Preferred Stock unless
concurrently therewith it shall declare a dividend on the
Series A Junior Participating Preferred Stock as required by
Section 2 hereof.

(B) Whenever
quarterly dividends or other dividends or distributions payable on
the Series A Junior Participating Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on
shares of Series A Junior Participating Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:

(i) declare
or pay dividends on, make any other distributions on, or redeem or
purchase or otherwise acquire for consideration any shares of stock
ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating
Preferred Stock;

(ii) declare
or pay dividends on, make any other distributions on any shares of
stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with Series A Junior
Participating Preferred Stock, except dividends paid ratably on the
Series A Junior Participating Preferred Stock and all such
parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such
shares are then entitled;

(iii) redeem
or purchase or otherwise acquire for consideration shares of any
stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Junior
Participating Preferred Stock, provided that the Corporation may at
any time redeem, purchase or otherwise acquire shares of any such
parity stock in exchange for shares of any stock of the Corporation
ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series A Junior Participating
Preferred Stock;

3



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) purchase or otherwise acquire for
    consideration any shares of Series A Junior Participating
    Preferred Stock, or any shares of stock ranking on a parity with
    the Series A Junior Participating Preferred Stock, except
    in accordance with a purchase offer made in writing or by
    publication (as determined by the Board of Directors) to all
    holders of such shares upon such terms as the Board of
    Directors, after consideration of the respective annual dividend
    rates and other relative rights and preferences of the
    respective series and classes, shall determine in good faith
    will result in fair and equitable treatment among the respective
    series or classes.



| |                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (C) The Corporation shall not permit any
    subsidiary of the Corporation to purchase or otherwise acquire
    for consideration any shares of stock of the Corporation unless
    the Corporation could, under paragraph (A) of this
    Section 4, purchase or otherwise acquire such shares at
    such time and in such manner.

Section 5.      Reacquired
Shares. Any shares of Series A Junior Participating
Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part
of a new series of Preferred Stock to be created by resolution
or resolutions of the Board of Directors, subject to the
conditions and restrictions on issuance set forth herein.

Section 6.Liquidation,
Dissolution or Winding Up.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) Upon any liquidation (voluntary or
    otherwise), dissolution or winding up of the Corporation, no
    distribution shall be made to the holders of shares of stock
    ranking junior (either as to dividends or upon liquidation,
    dissolution or winding up) to the Series A Junior
    Participating Preferred Stock unless, prior thereto, the holders
    of shares of Series A Junior Participating Preferred Stock
    shall have received an amount equal to accrued and unpaid
    dividends and distributions thereon, whether or not declared, to
    the date of such payment, plus an amount equal to the greater of
    (1) $100.00 per share, provided that in the event the
    Corporation does not have sufficient assets, after payment of
    its liabilities and distribution to holders of Preferred Stock
    ranking prior to the Series A Participating Preferred
    Stock, available to permit payment in full of the $100.00 per
    share amount, the amount required to be paid under this
    Section 6(A)(1) shall, subject to Section 6(B) hereof,
    equal the value of the amount of available assets divided by the
    number of outstanding shares of Series A Participating
    Preferred Stock or (2) subject to the provisions for
    adjustment hereinafter set forth, 100 times the aggregate per
    share amount to be distributed to the holders of Common Stock
    (the greater of (1) or (2), the Series A Liquidation
    Preference). In the event the Corporation shall at any
    time after the Rights Declaration Date (i) declare any
    dividend on Common Stock payable in shares of Common Stock,
    (ii) subdivide the outstanding Common Stock, or
    (iii) combine the outstanding Common Stock into a smaller
    number of shares, then in each such case the amount to which
    holders of shares of Series A Junior Participating
    Preferred Stock were entitled immediately prior to such event
    under clause (2) of the preceding sentence shall be
    adjusted by multiplying such amount by a fraction the numerator
    of which is the number of shares of Common Stock that were
    outstanding immediately after such event and the denominator of
    which is the number of shares of Common Stock that were
    outstanding immediately prior to such event.
|
| | (B) In the event, however, that there are
    not sufficient assets available to permit payment in full of the
    Series A Liquidation Preference and the liquidation
    preferences of all other series of Preferred Stock, if any,
    which rank on a parity with the Series A Junior
    Participating                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

4



---



##### 



| |                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Preferred Stock, then such remaining assets shall
    be distributed ratably to the holders of such parity shares in
    proportion to their respective liquidation preferences.

Section
7.     Consolidation, Merger,
etc. In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into
other stock or securities, cash and/or any other property, then
in any such case the shares of Series A Junior
Participating Preferred Stock shall at the same time be
similarly exchanged or changed in amount per share (subject to
the provision for adjustment hereinafter set forth) equal to 100
times the aggregate amount of stock, securities, cash and/or any
other property (payable in kind), as the case may be, into which
or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such
case the amount set forth in the preceding sentence with respect
to the exchange or change of shares of Series A Junior
Participating Preferred Stock shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number
of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such
event.

Section 8.     No
Redemption. The shares of Series A Junior Participating
Preferred Stock shall not be redeemable.

Section
9.     Ranking. The
Series A Junior Participating Preferred Stock shall rank
junior to all other series of the Corporations Preferred
Stock as to the payment of dividends and the distribution of
assets, unless the terms of any such series shall provide
otherwise.

Section
10.     Amendment. The
Certificate of Incorporation of the Corporation shall not be
further amended in any manner which would materially alter or
change the powers, preference or special rights of the
Series A Junior Participating Preferred Stock so as to
affect them adversely without the affirmative vote of the
holders of a majority or more of the outstanding shares of
Series A Junior Participating Preferred Stock, voting
separately as a class.

Section
11.     Fractional Shares.
Series A Junior Participating Preferred Stock may be issued
in fractions of a share which shall entitle the holder, in
proportion to such holders fractional shares, to exercise
voting rights, receive dividends, participate in distributions
and to have the benefit of all other rights of holders of
Series A Junior Participating Preferred Stock.

5



---



##### 



IN WITNESS WHEREOF,
we have executed and subscribed this Certificate and do affirm the
foregoing as true under the penalties of perjury this 4th day of
June, 1996.

|                              |  |                      
|----------------------------- |  | ---------------------
|                              |  | /s/ H.K. Desai       
|                              |  |                      
|                              |  | H.K. Desai, President
|                             
|ATTEST:                       |  |                      
|                             
|/s/ Michael R. Manning        |  |                      
|                              |  |                      
|Michael R. Manning, Secretary |  |                      

6