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EXHIBIT 5.1
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
8911 CAPITAL OF TEXAS HIGHWAY, SUITE 3350
AUSTIN, TEXAS 78759
TELEPHONE: 512-338-5400 FACSIMILE 512-338-5499
WWW.WSGR.COM
August 3, 2000
Microtune, Inc.
2540 East Plano Parkway, Suite 188
Plano, Texas 75074
RE: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 to be filed by you
with the Securities and Exchange Commission on August 3, 2000 (the "Registration
Statement") in connection with the registration under the Securities Act of
1933, as amended, of 4,600,000 shares of common stock (including shares issuable
upon exercise of the underwriters' over-allotment option) of Microtune, Inc.
(the "Shares"). As your counsel in connection with this transaction, we have
examined the proceedings proposed to be taken in connection with such sale and
issuance of the Shares.
It is our opinion that, assuming the shares are issued at the price
established by the pricing committee and assuming that the Shares are issued and
sold in the manner referred to in the Registration Statement, the Shares will be
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, including the prospectus constituting a part thereof,
and any amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
