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EXHIBIT 5.1
[Wilson Sonsini Goodrich & Rosati Letterhead]
June 30, 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 June 30, 2000 (Registration No.
333-35028) (the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended, of up to 7,500,000 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
1,125,000 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,
/s/ Wilson Sonsini Goodrich & Rosati
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
