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EXHIBIT 5.1
December 8, 2000
Xilinx, Inc.
2100 Logic Drive
San Jose, CA 95124
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
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Statement") filed by you with the Securities and Exchange Commission (the
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"Commission") on or about December 8, 2000 in connection with the registration
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under the Securities Act of 1933, as amended, of 462,634 shares of your Common
Stock reserved for issuance under the RocketChips, Inc. 1996 Stock Option Plan,
44,912 shares of your Common Stock reserved for issuance under the RocketChips,
Inc. 1996 Director Stock Option Plan, 102,926 shares of your Common Stock
reserved for issuance under the RocketChips, Inc. 2000 Non-Qualified Stock
Option Plan, 183,518 shares of your Common Stock reserved for issuance under the
RocketChips, Inc. 2000 Equity Incentive Stock Option Plan, and 13,368 shares of
your Common Stock reserved for issuance under the Non-Qualified Stock Option
Agreement for Paul M. Russo (collectively, the "Shares"). As your counsel in
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connection with these transactions, we have examined the proceedings taken and
are familiar with the proceedings proposed to be taken by you in connection with
the sale and issuance of the Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement 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, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
/s/ Venture Law Group
