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[HELLEREHRMAN ATTORNEYS LOGO]
EXHIBIT 5.1
July 6, 2000
Virage Logic Corporation
46501 Landing Parkway
Fremont, CA 94538
Re: LEGALITY OF SECURITIES TO BE REGISTERED UNDER
REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to Virage Logic
Corporation, a California corporation (the "Company"), in connection with the
preparation and filing by the Company with the Securities and Exchange
Commission (the "Commission") of a Registration Statement on Form S-1 (the
"Registration Statement") relating to (i) the authorization and issuance of
4,312,500 shares of common stock, no par value, of the Company (the "Issuer
Shares"). The Issuer Shares will be sold pursuant to an underwriting agreement
(the "Underwriting Agreement") to be entered into between the Company and Lehman
Brothers Inc. (the "Representative"), as representative of the underwriters (the
"Underwriters") listed on Schedule A to the Underwriting Agreement. Prior to
the closing of the sale of the Issuer Shares, the Company will be
reincorporated in the State of Delaware.
We have assumed the authenticity of all records, documents and
instruments submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
records, documents and instruments submitted to us as copies. We have based our
opinion upon our review of the following records, documents, instruments and
certificates:
(a) The Registration Statement;
(b) The form of the proposed Underwriting Agreement;
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[HELLEREHRMAN ATTORNEYS LOGO] July 6, 2000
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(c) The form of Certificate of Incorporation of the Company to be
effective prior to the closing of the transactions contemplated by
the Underwriting Agreement and certified to us by an officer of the
Company as being complete;
(d) The Bylaws of the Company to be effective prior to the closing of
the transactions contemplated by the Underwriting Agreement
certified to us by an officer of the Company as being complete;
(e) Records of the corporate proceedings of the Company certified to us
by an officer of the Company constituting all records of proceedings
and actions of the Company's board of directors relating to the
transactions contemplated by the Underwriting Agreement; and
(f) Certificates of officers of the Company as to certain
factual matters.
We have also assumed that the transactions whereby the Company will be
reincorporated in Delaware will be consummated prior to the close of the
transactions contemplated by the Underwriting Agreement and that the Issuer
Shares will be duly executed, authenticated and delivered on behalf of the
Company prior to their issuance against the consideration therefor. In addition,
we have also assumed that the Registration Statement will have been declared
effective by the Securities and Exchange Commission prior to, and will continue
to be effective at the time of, the issuance of the Issuer Shares.
Based upon the foregoing and our examination of such questions of law as
we have deemed necessary or appropriate for the purpose of our opinion, and
subject to the limitations and qualifications expressed above, it is our opinion
that when the Issuer Shares are sold to the Underwriters in accordance with the
resolutions adopted by the Board of Directors of the Company and paid for
pursuant to the terms of the Underwriting
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[HELLEREHRMAN ATTORNEYS LOGO] July 6, 2000
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Agreement, the Issuer Shares will be duly authorized, validly issued and fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to, and to
the use of this opinion in connection with, the Registration Statement and to
the reference to this firm under the heading "Legal Matters" in the prospectus
constituting a part of the Registration Statement.
Very truly yours,
/s/ HELLER EHRMAN WHITE & McAULIFFE LLP
