<PAGE>
EXHIBIT 5.1
-----------
August 15, 2000
Lexar Media, Inc.
47421 Bayside Parkway
Fremont, California 94538
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by Lexar Media, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") on or about August 15, 2000, in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate of 12,827,885
shares of the Company's Common Stock (the "Stock"). The shares of the Stock are
subject to issuance by the Company upon the exercise of (a) stock options
granted under the Company's 1996 Stock Option/Stock Issuance Plan, as amended,
which plan has been terminated and under which no further options will be
granted (the "1996 Plan"), (b) stock options granted or to be granted under the
Company's 2000 Equity Incentive Plan (the "2000 Incentive Plan"), or (c)
purchase rights granted or to be granted under the Company's 2000 Employee Stock
Purchase Plan, as amended (the "Purchase Plan"). The plans referred to in
clauses (a) through (c) above are collectively referred to in this letter as the
"Plans"). In rendering this opinion, we have examined the following.
(1) the Registration Statement, together with the exhibits filed as a
part thereof or incorporated therein by reference.
(2) the prospectus prepared in connection with the Registration
Statement.
(3) your registration statement on Form S-1 (File No. 333-30556),
declared effective by the Commission on August 14, 2000, together
with the exhibits filed as a part thereof.
(4) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in the
Company's minute books and the minute books of the Company's
predecessor, Lexar Media, Inc., a California corporation ("Lexar
California"), that are in our possession.
(5) the stock records that the Company has provided to us (consisting
of a list of stockholders and a list of option holders respecting
the Company's capital stock and of any rights to purchase capital
stock, or reserves for future issuance of capital stock, that was
prepared by the Company and dated August 14, 2000, verifying the
number of such issued and outstanding securities.
(6) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and
other representations.
1
<PAGE>
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness 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 legal capacity of all persons or entities executing the same, the
lack of any undisclosed termination, modification, waiver or amendment to any
document reviewed by us and the due authorization, execution and delivery of all
documents where due authorization, execution and delivery are prerequisites to
the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information obtained from public
officials, records and documents referred to above. We have made no independent
investigation or other attempt to verify the accuracy of any of such information
or to determine the existence or non-existence of any other factual matters;
however, we are not aware of any facts that would cause us to believe that the
opinion expressed herein is not accurate.
We are admitted to practice law in the State of California, and we
render this opinion only with respect to, and express no opinion herein
concerning the application or effect of the laws of any jurisdiction other than,
the existing laws of the United States of America, of the State of California
and, with respect to the validity of corporate action and the requirements for
the issuance of stock, of the State of Delaware.
Based upon the foregoing, it is our opinion that the 12,827,885 shares
of Stock that may be issued and sold by the Company upon the exercise of (a)
stock options granted under the 1996 Plan; (b) stock options granted or to be
granted under the 2000 Incentive Plan; and (c) purchase rights granted or to be
granted under the Purchase Plan, when issued, sold and delivered in accordance
with the applicable plan and purchase agreements to be entered into thereunder
and in the manner and for the consideration stated in the Registration Statement
and the relevant prospectus, will be 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 all references to us, if any, in the
Registration Statement, the prospectus constituting a part thereof and any
amendments thereto. This opinion speaks only as of its date and we assume no
obligation to update this opinion should circumstances change after the date
hereof. This opinion is intended solely for use in connection with issuance and
sale of shares subject to the Registration Statement and is not to be relied
upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
2
