EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
July 28, 2000
Integrated Device Technology, Inc.
2975 Stender Way
Santa Clara, California 95054
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is rendered in connection with the filing by Integrated
Device Technology, Inc., a Delaware corporation (the "Company"), of a
registration statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
with respect to the offer and sale of up to 8,000,000 shares of the Company's
Common Stock, par value $.001 per share (the "Shares"), pursuant to the
Integrated Device Technology, Inc. 1997 Stock Option Plan (the "Plan"). We acted
as counsel to the Company in connection with the preparation of the Registration
Statement.
We are familiar with the proceedings taken and to be taken in
connection with the authorization, issuance and sale of the Shares.
Additionally, we have examined such matters of fact and question of law as we
have considered appropriate for purposes of rendering the opinion expressed
below.
We are opining herein as to the effect on the subject transaction of
only the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto or the effect thereon of any
other laws or as to any matters of municipal law or any other local agencies
within any state.
Subject to the foregoing and in reliance thereon, we are of the opinion
that, upon the issuance and sale of the Shares in the manner contemplated by the
Registration Statement and in accordance with the terms of the Plan, and subject
to the Company completing all actions and proceedings required on its part to be
taken prior to the issuance of the Shares pursuant to the terms of the Plan and
the Registration Statement, including, without limitation, collection of
required payment for the Shares, the Shares will be legally and validly issued,
fully paid and nonassessable securities of the Company.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
