<PAGE> 1
EXHIBIT 5.1
December 21, 2000
Applied Materials, Inc.
3050 Bowers Avenue
Santa Clara, California 95054
Re: Registration Statement on Form S-8/Applied Materials, Inc. 2000
Global Equity Incentive Plan
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the
proposed issuance of an aggregate of 53,500,000 shares of common stock (the
"Common Stock") of Applied Materials, Inc., a Delaware corporation (the
"Company"), and related options under the Applied Materials, Inc. 2000 Global
Equity Incentive Plan (the "Plan").
We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on such examination, we are of the opinion that the 53,500,000
shares of Common Stock to be issued by the Company pursuant to the Plan are
validly authorized shares of Common Stock and, when issued in accordance with
the provisions of the Plan, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to this
Registration Statement on Form S-8 and to the use of our name wherever it
appears in said Registration Statement. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder, with respect to any part
of the Registration Statement, including this opinion as an exhibit or
otherwise.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati, PC
WILSON SONSINI GOODRICH & ROSATI,
Professional Corporation
