ther is a dochtml February 4, 2015 - EXHIBIT 5.1 - S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans | Microchip Technology Incorporated (MCHP)

Form: S-8

Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

February 4, 2015

Documents





Exhibit 5.1
(Wilson Sonsini Goodrich & Rosati P.C. Letterhead)
February 4, 2015


Microchip Technology Incorporated
2355 West Chandler Boulevard
Chandler, AZ 85224
Re:
Registration Statement on Form S‑8 for Issuance of Common Stock under the ISSC Technologies Corporation 2011 Employee Stock Option Issuance and Subscription Policy
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about the date hereof (the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended, of 69,286 shares of your Common Stock that are subject to currently outstanding options under the ISSC Technologies Corporation (“ISSC”) 2011 Employee Stock Option Issuance and Subscription Policy. Such shares of Common Stock are referred to herein as the “Shares,” and such plan is referred to herein as the “Plan.” As your counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plan.
It is our opinion that, upon completion of the actions being taken, or contemplated by us as your counsel to be taken by you prior to the issuance of the Shares pursuant to the Registration Statement and the Plan and upon completion of the actions being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements which accompany the Plan, will be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to said Registration Statement and further consent to the use of our name wherever appearing in said Registration Statement, and any amendments thereto.

Very truly yours,
 
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
 
 
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation