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EXHIBIT 5.1
VENTURE LAW GROUP
A Professional Corporation
2800 Sand Hill Road
Menlo Park, CA 94025
December 8, 2000
Xilinx, Inc.
2100 Logic Drive
San Jose, CA 95124
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to Xilinx, Inc., a Delaware corporation (the
"Company"), in connection with the registration for resale of 2,425,900 shares
of Common Stock (the "Shares"), as described in the Company's Registration
Statement on Form S-3 ("Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.
We have reviewed the proceedings taken by the Company in connection with
the original issuance and sale of the Shares. Based on such review, it is our
opinion that the Shares are duly authorized, validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name whenever it appears in the
Registration Statement and any amendments to it.
Sincerely,
VENTURE LAW GROUP
A Professional Corporation
/s/ Venture Law Group
