<PAGE>
EXHIBIT 5.1
October 26, 2000
Silicon Graphics, Inc.
2011 North Shoreline Boulevard
Mountain View, CA 94043-1389
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 to be filed by Silicon
Graphics, Inc. (the "Company") with the Securities Exchange Commission on or
about October 26, 2000 (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of 10,811,885 shares
of the Company's common stock, par value $0.001 per share, to be issued pursuant
to the 1998 Employee Stock Purchase Plan and the 1996 Supplemental Non-Executive
Equity Incentive Plan (the "Plan Shares"). I have examined the proceedings taken
and proposed to be taken in connection with the issuance and sale of the Plan
Shares to be issued under such plans.
It is my opinion that, upon completion of the proceedings being taken or
contemplated to be taken prior to the issuance of the Plan Shares pursuant to
the plans, 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 Plan Shares will be legally and validly
issued, fully-paid and non-assessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of my name wherever appearing in the
Registration Statement and any amendments thereto.
Sincerely,
/s/ Sandra M. Escher
Sandra M. Escher
Vice President and General Counsel
