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EXHIBIT 5.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
October 10, 2000
Microtune, Inc.
2201 10th Street
Plano, TX 75074
Re: Registration Statement on Form S-8
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 October 10, 2000
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 13,962,210 shares of your
Common Stock (the "Shares") under your 1996 Stock Plan (as amended), 2000
Director Option Plan, 2000 Employee Stock Purchase Plan, 2000 Stock Plan and
options to purchase Series E Preferred Stock (collectively, the "Option
Programs"). As your counsel in connection with this transaction, we have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by you in connection with the issuance and sale of the Shares pursuant
to the Option Programs.
It is our opinion that, when issued and sold in the manner described in
the Option Programs and pursuant to the agreements which accompany each grant
under the Option Programs, 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 and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
