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EXHIBIT 5.1
OPINION OF COOLEY GODWARD LLP
October 2, 2000
NVIDIA Corporation
3535 Monroe St.
Santa Clara, CA 95051
Ladies and Gentlemen:
We have acted as counsel to NVIDIA Corporation, a Delaware corporation
("NVIDIA"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), on Form S-3 (file no. 333- ) of
(i) senior debt securities (the "Senior Debt Securities") and/or subordinated
debt securities (the "Subordinated Debt Securities" and, together with the
Senior Debt Securities, the "Debt Securities") of NVIDIA, and which Debt
Securities shall be governed pursuant to the terms and conditions set forth in
the respective indentures governing the Senior Debt Securities (the "Senior
Indenture") and the Subordinated Debt Securities (the "Subordinated
Indenture") and (ii) shares of common stock, par value $0.001, of NVIDIA (the
"Common Stock"), to be offered and sold by NVIDIA from time to time pursuant
to Rule 415 of the General Rules and Regulations promulgated under the
Securities Act (the "Securities Act Rules"), with aggregate gross proceeds of
up to $200,000,000, in each case pursuant to terms and conditions to be
designated by NVIDIA at the time of offering. The Debt Securities and Common
Stock are collectively referred to as the "Securities."
In connection with this opinion, we have examined and relied upon the
originals, or copies certified to our satisfaction, of such records,
documents, certificates, opinions, memoranda and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below. As to certain factual matters, we have relied upon
certificates of the officers of NVIDIA and have not sought to independently
verify such matters.
In rendering this opinion, we have assumed: the genuineness and authenticity
of all signatures on original documents; the authenticity of all documents
submitted to us as originals; the conformity to originals of all documents
submitted to us as copies; the accuracy, completeness and authenticity of
certificates of public officials; and the due authorization, execution and
delivery of all documents where authorization, execution and delivery are
prerequisites to the effectiveness of such documents.
In rendering this opinion, we have also assumed that, prior to any offering
and sale of Securities, the Board of Directors (or a special committee thereof
authorized to act on its behalf) of NVIDIA will duly authorize the terms of
and the prices at which (A) the Debt Securities are to be issued and sold in
accordance with the terms of the Senior Indenture or the Subordinated
Indenture, as applicable (and, if Debt Securities are convertible into or
exchangeable for Common Stock, the issuance of such Common Stock upon such
conversion or exchange and the terms thereof) and (B) shares of Common Stock
are to be issued and sold.
We express no opinion herein concerning any laws other than the federal laws
of the United States, the laws of the State of California and the Delaware
General Corporation Law, as well as applicable provisions of the Constitution
of the State of Delaware and applicable case law. We note that the Debt
Securities, the Senior Indenture and the Subordinated Indenture designate the
laws of the State of New York as the laws governing such securities or
agreements. Our opinion in paragraph 1 below as to the validity, binding
effect and enforceability of the Offered Debt Securities, the Senior Indenture
and the Subordinated Indenture is premised upon the result that would obtain
if a California court were to apply the internal laws of the State of
California (notwithstanding the designation of the laws of the State of New
York) to the interpretation and enforcement of
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such securities or agreements. We express no opinion as to whether the laws of
any jurisdiction other than those identified above are applicable to the
subject matter hereof. We are not rendering any opinion as to compliance with
any antifraud law, rule or regulation relating to securities, or to the sale
or issuance thereof.
On the basis of the foregoing and in reliance thereon, and subject to the
qualifications herein stated, we are of the opinion that:
With respect to any offering of any series of Debt Securities (the "Offered
Debt Securities"), when (i) the Registration Statement, as finally amended
(including all necessary post-effective amendments), has become effective;
(ii) an appropriate Prospectus Supplement with respect to the Offered Debt
Securities has been prepared, delivered and filed in compliance with the
Securities Act and the applicable Securities Act Rules thereunder; (iii) if
the Offered Debt Securities are to be sold pursuant to a purchase agreement
with respect to the Offered Debt Securities, such purchase agreement has been
duly authorized, executed and delivered by NVIDIA and the other parties
thereto; (iv) the terms of the Offered Debt Securities and of their issuance
and sale have been duly established in conformity with the Senior Indenture or
Subordinated Indenture, as applicable, if any, so as not to violate any
applicable law, the operative certificate of incorporation or by-laws of
NVIDIA, or result in a default under or breach of any agreement or instrument
binding upon NVIDIA, and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over NVIDIA; (v)
the Senior Indenture or Subordinated Indenture, as applicable, has been
qualified under the Trust Indenture Act of 1939, as amended; (vi) each of the
Senior Indenture and the Subordinated Indenture has been duly authorized,
executed and delivered by the relevant Trustee; and (vii) the Offered Debt
Securities have been duly executed and manually authenticated by duly
authorized officers of the relevant Trustee in accordance with the provisions
of the Senior Indenture or the Subordinated Indenture, as applicable, and duly
delivered to the purchasers thereof upon payment of the agreed upon
consideration therefor; then (1) the Offered Debt Securities, when issued and
sold in accordance with the Senior Indenture or Subordinated Indenture, as
applicable, if any, and a duly authorized, executed and delivered purchase
agreement, if any, will be valid and binding obligations of NVIDIA,
enforceable against NVIDIA in accordance with their respective terms, subject
to (a) general equity principles and the limitations on the availability of
equitable relief, including, without limitation, specific performance; (b) the
effect of applicable bankruptcy, insolvency, fraudulent transfer or
conveyance, reorganization, arrangement, suretyship, dissolution, moratorium,
receivership or other similar laws relating to or affecting creditors' rights
generally; (c) limitations created by or arising under statute or case law on
the enforceability of certain covenants and provisions of agreements where
(i)the breach of such covenants or provisions imposes restrictions or burdens
upon the debtor or surety and it cannot be demonstrated that the enforcement
of such restrictions or burdens is reasonably necessary for the protection of
the creditor or (ii)the creditor's enforcement of such covenants or provisions
under the circumstances would violate the creditor's implied covenant of good
faith and fair dealing; (d) limitations on the right of a lender to impose
added charges for late payments or defaults by the borrower, where it is
determined that such charges bear no reasonable relation to the damage
suffered by the lender as a result of such late payments or defaults or where
the requirements of California Civil Code Section 2954.5 are not met; (e) the
effect of California Civil Code Section 1717 on the recovery of attorneys'
fees in contract actions; (f) the effect of California Civil Code Section
3433; (g) limitations imposed by law and public policy on indemnification and
exculpation; and (h)any other limitations which, in the event of any default
by NVIDIA in its obligations under the Offered Debt Securities, would act as a
limitation on the rights of the creditor in accordance with California law,
but which would not prevent the creditor from exercising legally adequate
remedies for realization of the principal benefits intended to be provided by
the Offered Debt Securities and (2) if shares of Common Stock are issuable
upon conversion or exchange of any convertible Offered Debt Securities, the
shares of Common Stock issuable upon conversion or exchange will be validly
issued, fully paid and nonassessable, assuming the execution, authentication,
issuance and delivery of the Offered Debt Securities and conversion or
exchange of the Offered Debt Securities in accordance with the terms of the
Senior Indenture or Subordinated Indenture, as applicable, if any, relating
thereto and that a sufficient number of shares of Common Stock are authorized
or reserved and available for issuance and that the consideration for the
issuance of such shares of Common Stock is not less than the par value of the
Common Stock.
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With respect to any offering of shares of Common Stock, when (i) the
Registration Statement, as finally amended (including all necessary post-
effective amendments), has become effective; (ii) an appropriate Prospectus
Supplement with respect to the shares of Common Stock has been prepared,
delivered and filed in compliance with the Securities Act and the applicable
Securities Act Rules thereunder; (iii) if the shares of Common Stock are to be
sold pursuant to a purchase agreement with respect to the shares of Common
Stock, such purchase agreement has been duly authorized, executed and
delivered by NVIDIA and the other parties thereto; (iv) the Board of
Directors, including any appropriate committee appointed thereby, and
appropriate officers of NVIDIA have taken all necessary corporate action to
approve the issuance and terms of the shares of Common Stock and related
matters; and (v) the terms of the shares of Common Stock and of their issuance
and sale have been duly established in conformity with the operative
certificate of incorporation and by-laws of NVIDIA so as not to violate any
applicable law or the operative certificate of incorporation or by-laws of
NVIDIA or result in a default under or breach of any agreement or instrument
binding upon NVIDIA and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over NVIDIA;
then the shares of Common Stock, when issued and sold in accordance with a
duly authorized, executed and delivered purchase agreement, if any, will be
duly authorized, validly issued, fully paid and nonassessable, assuming that a
sufficient number of shares of Common Stock are authorized or reserved and
available for issuance and that the consideration for the issuance and sale of
such shares of Common Stock is not less than the par value of the Common
Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Sincerely,
COOLEY GODWARD LLP
/s/ Karyn S. Tucker
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Karyn S. Tucker
