EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
P.O. Box 7880
San Francisco, CA 94120
Tel: (415) 983-1000
October 27, 2000
S3 Incorporated
2841 Mission College Boulevard
Santa Clara, CA 95054
Re: Registration Statement on Form S-8
Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
S3 Incorporated, a Delaware corporation (the "Company"), with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
2,000,000 shares of the Company's Common Stock (the "Shares") issuable pursuant
to the Company's 1993 Employee Stock Purchase Plan (the "ESPP"), it is our
opinion that the Shares have been duly authorized and, when issued and sold in
accordance with the ESPP, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Pillsbury Madison & Sutro LLP
