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EXHIBIT 5.1
[Wilson Sonsini Goodrich & Rosati Letterhead]
September 19, 2000
Stanford Microdevices, Inc.
726 Palomar Avenue
Sunnyvale, CA 94086
RE: REGISTRATION STATEMENT ON FORM S-8
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 19, 2000
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 7,494,691 shares of
Common Stock, par value $0.001 per share (the "Shares"), reserved for issuance
pursuant to your Amended and Restated 1998 Stock Plan, and the 2000 Employee
Stock Purchase Plan (together, the "Plans"). As your legal counsel, we have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by you in connection with the sale and issuance of the Shares under the
Plans.
It is our opinion that the Shares will be, when issued and sold in the
manner referred to in the Plans, legally and 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 the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
