OPINION & CONSENT OF MARY SIMMONS-MOTHERSHED, ESQ.

Exhibit 5

Opinion and Consent of Mary Simmons-Mothershed, Esq.


November 20, 1997

Writer's Direct Line: (602)786-7381
Writer's Direct Facsimile: (602)917-4112



Microchip Technology Incorporated
2355 West Chandler Boulevard
Chandler, Arizona 85224

Re: Registration Statement on Form S-8 For Issuance of Common Stock Under
the Microchip Technology Incorporated 1993 Stock Option Plan (the
"Stock Option Plan"), the Microchip Technology Incorporated Employee
Stock Purchase Plan (the "Purchase Plan") and the Microchip Technology
Incorporated International Employee Stock Purchase Plan (the
"International Purchase Plan")

Gentlemen:

I refer you to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of (i) 2,000,000 shares of Common
Stock under the Stock Option Plan, (ii) 300,000 shares of Common Stock under the
Purchase Plan and (iii) 10,000 shares of Common Stock under the International
Purchase Plan. I advise you that, in my opinion, when such shares have been
issued and sold pursuant to the applicable provisions of the Stock Option Plan,
the Purchase Plan and the International Purchase Plan, and in accordance with
the Registration Statement, such shares will be validly issued, fully-paid and
non-assessable shares of the Company's Common Stock, par value $.001 per share.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.

Sincerely yours,



/s/ Mary Simmons-Mothershed
Mary Simmons-Mothershed
Corporate Counsel
Microchip Technology Incorporated