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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
September 7, 2000
Advanced Micro Devices, Inc.
One AMD Place
P.O. Box 3453
Sunnyvale, California 94088-3453
Re: $2,000,000,000 Aggregate Offering Price of Securities of
Advanced Micro Devices, Inc.
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Ladies and Gentlemen:
In connection with the registration statement on Form S-3 (the
"Registration Statement") filed on September 7, 2000 with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), you have requested our opinion with respect to the matters
set forth below.
You have provided us with a draft prospectus (the "Prospectus") which
is a part of the Registration Statement. The Prospectus provides that it will
be supplemented in the future by one or more supplements to the Prospectus (each
a "Prospectus Supplement"). The Prospectus as supplemented by various Prospectus
Supplements will provide for the registration by the Company of up to
$2,000,000,000 aggregate offering price of (i) one or more series of senior,
senior subordinated or subordinated debt securities (the "Debt Securities"),
(ii) one or more series of preferred stock, par value $0.10 per share (the
"Preferred Stock"), (iii) shares of common stock, par value $0.01 per share (the
"Common Stock"), or (iv) warrants to purchase Common Stock, Preferred Stock or
Debt Securities (the "Warrants"). The Debt Securities, Preferred Stock, Common
Stock and Warrants are collectively referred to herein as the "Securities." Any
Debt Securities may be exchangeable and/or convertible into shares of Common
Stock or Preferred Stock. The Preferred Stock may also be exchangeable for
and/or convertible into shares of Common Stock or another series of Preferred
Stock. The Debt
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Advanced Micro Devices, Inc.
September 7, 2000
Page 2
Securities may be issued pursuant the indenture, dated as of May 8, 1998, and
one or more indentures supplemental thereto (the "Indenture"), between the
Company and The Bank of New York, as trustee (the "Trustee").
In our capacity as your special counsel in connection with the
Registration Statement, we are familiar with the proceedings taken and proposed
to be taken by the Company in connection with the authorization and issuance of
the Securities, and for the purposes of this opinion, have assumed that such
proceedings will be timely completed in the manner presently proposed. In
addition, we have made such legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We have been furnished with, and with your consent have exclusively
relied upon, certificates of officers of the Company with respect to certain
factual matters. In addition, we have obtained and relied upon such
certificates and assurances from public officials as we have deemed necessary.
We are opining herein as to the effect on the subject transaction only
of the federal securities laws of the United States, the General Corporation Law
of the State of Delaware, including statutory and reported decisional law
thereunder, and with respect to the opinions set forth in paragraphs 1 and 5
below, the internal laws of the State of New York, and we express no opinion
with respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction or, in the case of Delaware, any other laws, or as to any
matters of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:
1. When (a) the Debt Securities have been duly established in
accordance with the Indenture (including, without limitation, the adoption by
the Board of Directors of the Company of a resolution duly authorizing the
issuance and delivery of the Debt Securities), duly authenticated by the Trustee
and duly executed and delivered on behalf of the Company against payment
therefor in accordance with the terms and provisions of the Indenture and as
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (b) when the Registration Statement and any
required post-effective amendment thereto and any and all Prospectus
Supplement(s) required by applicable laws have all become effective under the
Securities Act, and (c) assuming that the terms of the Debt
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Advanced Micro Devices, Inc.
September 7, 2000
Page 3
Securities as executed and delivered are as described in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), and (d)
assuming that the Debt Securities as executed and delivered do not violate any
law applicable to the Company or result in a default under or breach of any
agreement or instrument binding upon the Company, and (e) assuming that the Debt
Securities as executed and delivered comply with all requirements and
restrictions, if any, applicable to the Company, whether imposed by any court or
governmental or regulatory body having jurisdiction over the Company, and (f)
assuming that the Debt Securities are then issued and sold as contemplated in
the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), the Debt Securities will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
the terms of the Debt Securities.
2. The Company has the authority pursuant to its Certificate of
Incorporation, as amended, to issue up to 1,000,000 shares of Preferred Stock.
When a series of Preferred Stock has been duly established in accordance with
the terms of the Certificate of Incorporation and applicable law, and upon
adoption by the Board of Directors of the Company of a resolution in form and
content as required by applicable law and upon issuance and delivery of and
payment for such shares in the manner contemplated by the Registration
Statement, the Prospectus and the related Prospectus Supplement(s) and by such
resolution, such shares of such series of Preferred Stock (including any
Preferred Stock duly issued (i) upon the exchange or conversion of any shares of
Preferred Stock that are exchangeable or convertible into another series of
Preferred Stock, (ii) upon the exercise of any Warrants exercisable for
Preferred Stock or (iii) upon the exchange or conversion of Debt Securities that
are exchangeable or convertible into Preferred Stock) will be validly issued,
fully paid and nonassessable.
3. The Company has the authority pursuant to its Certificate of
Incorporation, as amended, to issue up to 750,000,000 shares of Common Stock.
Upon adoption by the Board of Directors of the Company of a resolution in form
and content as required by applicable law and upon issuance and delivery of and
payment for such shares in the manner contemplated by the Registration
Statement, the Prospectus and the related Prospectus Supplement(s) and by such
resolution, such shares of Common Stock (including any Common Stock duly issued
(i) upon the exchange or conversion of any shares of Preferred Stock that are
exchangeable or convertible into Common Stock, (ii) upon the exercise of any
Warrants exercisable for Common Stock or (iii) upon the exchange or conversion
of Debt Securities that are exchangeable or convertible into Common Stock) will
be validly issued, fully paid and nonassessable.
4. When (a) the Warrants have been duly executed and delivered, and
issued and sold in the form and in the manner contemplated in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), and (b) when
the Registration Statement and any required post-effective amendment thereto and
any and all Prospectus Supplement(s) required by applicable law have all become
effective under the Securities Act, and (c) assuming
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Advanced Micro Devices, Inc.
September 7, 2000
Page 4
that the terms of the Warrants as executed and delivered are as described in the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
and (d) assuming that the Warrants, as executed and delivered, do not violate
any law applicable to the Company or result in a default under or breach of any
agreement or instrument binding upon the Company, and (e) assuming that the
Warrants as executed and delivered comply with all requirements and
restrictions, if any, applicable to the Company, whether imposed by any court or
governmental or regulatory body having jurisdiction over the Company, and (f)
assuming that the Warrants are then issued and sold as contemplated in the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
the Warrants will constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their terms.
5. When (a) the Registration Statement and any required post-
effective amendment thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act, and (b) when
the Debt Securities have been duly executed and delivered by all parties
thereto, and (c) assuming that the Indenture does not violate any law applicable
to the Company or result in a default under or breach of any agreement or
instrument binding upon the Company, and (d) assuming that the Indenture
complies with all requirements and restrictions, if any, applicable to the
Company, whether imposed by any court or governmental or regulatory body having
jurisdiction over the Company, and (e) assuming that the Debt Securities are
then issued and sold as contemplated in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), the Indenture will
constitute the valid and legally binding obligation of the Company, enforceable
against the Company under the laws of the State of New York in accordance with
the terms of the Indenture.
The opinions set forth in paragraphs 1, 4 and 5 above are subject to
the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights or remedies of
creditors; (ii) the effect of general principles of equity, whether enforcement
is considered in a proceeding in equity or at law, and the discretion of the
court before which any proceeding therefor may be brought; (iii) the
unenforceability under certain circumstances under law or court decisions of
provisions providing for the indemnification of or contribution to a party with
respect to a liability where such indemnification or contribution is contrary to
public policy; and (iv) we express no opinion with respect to whether
acceleration of Debt Securities may affect the collectibility of any portion of
the stated principal amount thereof which might be determined to constitute
unearned interest thereon.
To the extent that the obligations of the Company under the Indenture
may be dependent on such matters, we assume for purposes of this opinion that
the Trustee is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture; that the Indenture has
been duly authorized, executed and delivered by the Trustee
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Advanced Micro Devices, Inc.
September 7, 2000
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and constitutes the legally valid, binding and enforceable obligation of the
Trustee, enforceable against the Trustee in accordance with its terms; that the
Trustee is in compliance, generally and with respect to acting as a trustee
under the Indenture, with all applicable laws and regulations; and that the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under the Indenture.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus included therein.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent.
Very truly yours,
/s/ Latham & Watkins
