OPINION & CONSENT OF MARY K. SIMMONS, ESQ.
Published on November 13, 1998
November 13, 1998
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 1997 Nonstatutory Stock
Option Plan (the "Plan")
Gentlemen:
I refer you to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of 2,000,000 shares of Common
Stock under the Plan. I advise you that, in my opinion, when such shares have
been issued and sold pursuant to the applicable provisions of the 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 K. Simmons
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Mary K. Simmons, Esq.
Corporate Counsel
Microchip Technology Incorporated