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EXHIBIT 5.1
September 15, 2000
Numerical Technologies, Inc.
70 West Plumeria Drive
San Jose, CA 95134
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about September 15, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of (i) 965,030 shares of your Common Stock
reserved for issuance under the 1997 Stock Plan (the "1997 Plan"), (ii)
2,623,292 shares of your Common Stock reserved for issuance under the 2000 Stock
Plan (the "2000 Plan"), and (iii) 300,000 shares of your Common Stock reserved
for issuance under the 2000 Employee Stock Purchase Plan (the "Purchase Plan").
The 965,030 shares of Common Stock reserved under the 1997 Plan, the 2,623,292
shares of Common Stock reserved under the 2000 Plan, and the 300,000 shares of
your Common Stock reserved under the Purchase Plan are collectively referred to
hereinafter as the "Shares", and the 1997 Plan, the 2000 Plan and the Purchase
Plan are collectively referred to hereinafter as the "Plans". As your legal
counsel, we have examined the proceedings taken and proposed to be taken in
connection with the issuance, sale and payment of consideration for the Shares
to be issued under the Plans.
It is our opinion that, when issued and sold in compliance with applicable
prospectus delivery requirements and in the manner referred to in the Plans and
pursuant to the agreements which accompany the Plans, the Shares will be legally
and validly issued, fully paid and non-assessable.
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 any Prospectus constituting a part thereof,
and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
