OPINION OF WILSON SONSINI GOODRICH & ROSATI
Published on January 16, 1997
EXHIBIT 5.1
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050 JOHN ARNOT ARNOT
TELEPHONE 415-493-9300 FACSIMILE 415-493-6811 RETIRED
WWW.WSG.COM
January 16, 1997
Microchip Technology Incorporated
2355 West Chandler Boulevard
Chandler, AZ 85224-6199
RE: REGISTRATION STATEMENT ON FORM S-3
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on or about January 16, 1997 (as
such may thereafter be amended or supplemented, the "Registration Statement") in
connection with the registration under the Securities Act of 1933, as amended,
of 1,150,000 shares of your Common Stock, $.001 par value (the "Stock"). The
Stock includes an over-allotment option granted to the Underwriters to
purchase 150,000 shares. As your legal counsel, we have examined the
proceedings being taken by you relating to the issuance and sale of the Stock.
It is our opinion that the Stock, when issued and sold in the manner
referred to in the Registration Statement and in accordance with the resolutions
adopted by the Board of Directors of the Company, will be legally and validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation