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Exhibit 5.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
August 30, 2000
Synplicity, Inc.
935 Stewart Drive
Sunnyvale, California 94086
Re: AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have examined Amendment No. 1 to the Registration Statement on Form S-1
(File No. 333-42146) dated July 25, 2000 to be filed by you with the Securities
and Exchange Commission (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended, of 4,945,000 shares
(including shares issuable upon exercise of the underwriters' over-allotment
option) of Common Stock of Synplicity, Inc. (the "Shares"). As your counsel in
connection with this transaction, we have examined the proceedings proposed to
be taken in connection with said sale and issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
various states, where required, the Shares when issued and sold in the manner
referred to in the Registration Statement 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 amendment thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
