EXHIBIT 5.1
SHEARMAN & STERLING
555 California Street
San Francisco, CA 94104
August 25, 2000
MIPS Technologies, Inc.
1225 Charleston Road
Mountain View, CA 94043
Ladies and Gentlemen:
We have acted as counsel to MIPS Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") of the Company to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the 1,835,871 shares of Class A common
stock, par value $0.001 per share, of the Company (the "Shares"), to be issued
from time to time pursuant to the Company's 1998 Long-Term Incentive Plan,
Employee Stock Purchase Plan and Directors' Stock Option Plan (each, a "Plan").
In so acting, we have examined the Registration Statement and we
have also examined and relied as to factual matters upon the representations and
warranties contained in originals, or copies certified or otherwise identified
to our satisfaction, of such documents, records, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and instruments submitted to us as originals and the conformity with originals
of all documents submitted to us as copies.
The opinion expressed below is limited to the General Corporation
Law of the State of Delaware, and we do not express any opinion herein
concerning any other law.
Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized by the Company and, when (a) issued and delivered by
the Company in accordance with the terms of the relevant Plan and (b) paid for
in full in accordance with the terms of the relevant Plan, the Shares will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ SHEARMAN & STERLING
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SHEARMAN & STERLING
