<PAGE>
EXHIBIT 5.1
[Wilson Sonsini Goodrich & Rosati Letterhead]
July 28, 2000
Tripath Technology Inc.
3900 Freedom Circle
Santa Clara, CA 95054
RE: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed by you with
the Securities and Exchange Commission on April 18, 2000 (Registration No.
333-35028) (the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended, of up to 5,750,000 shares of your
Common Stock, par value $0.001 per share (the "Shares"). The Shares include an
over-allotment option granted to the underwriters of the offering to purchase
750,000 shares. We understand that the Shares are to be sold to the underwriters
of the offering for resale to the public as described in the Registration
Statement. As your legal counsel, we have examined the proceedings taken, and
are familiar with the proceedings proposed to be taken, by you in connection
with the 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, including the proceedings taken in order to permit such transaction to
be carried out in accordance with applicable state securities laws, the Shares,
when issued and sold in the manner described 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,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
