<PAGE>
EXHIBIT 5.01
------------
[Letterhead of Fenwick & West LLP]
July 10, 2000
Micron Electronics, Inc.
900 East Karcher Road
Nampa, Idaho 83687
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by Micron Electronics, Inc., a
Minnesota corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") on or about July 10, 2000 in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
75,000 shares of the Company's Common Stock (the "Stock"), subject to issuance
by the Company upon the exercise of certain stock options granted to Joel Kocher
(the "Non-Plan Options"). In rendering this opinion, we have examined the
following:
(1) the Company's Articles of Incorporation, as amended, certified by the
Secretary of State on May 13, 1981.
(2) the Company's Bylaws, as amended, certified by the Company's Secretary
on June 13, 2000.
(3) the Registration Statement, together with the Exhibits filed as a part
thereof or incorporated therein by reference.
(4) the Prospectus prepared in connection with the Registration Statement.
(5) the minutes of meetings and actions by written consent of the Board of
Directors that are contained in the Company's minute books that are in
our possession.
(6) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and other
representations.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the legal capacity of all persons or entities executing the same, the
lack of any undisclosed termination, modification, waiver or amendment to any
document reviewed by us and the due authorization, execution and delivery of all
documents where due authorization, execution and delivery are prerequisites to
the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from public officials,
records and documents referred to above. We have made no independent
investigation or other attempt to verify the accuracy of any of such information
or to determine the existence or non-existence of any other factual matters;
however, we are not aware of any facts that would cause us to believe that the
-------
opinion expressed herein is not accurate.
We are admitted to practice law in the State of California, and we render
this opinion only with respect to, and express no opinion herein concerning, the
application or effect of the laws of any jurisdiction other than the existing
laws of the United States of America, of the State of California and, with
respect to the validity of corporate action and the requirements for the
issuance of stock, of the State of Minnesota.
-1-
<PAGE>
Based upon the foregoing, it is our opinion that the 75,000 shares of Stock
that may be issued and sold by the Company upon the exercise of the Non-Plan
Options, when issued, sold and delivered in accordance with such Non-Plan
Options and applicable purchase agreements to be entered into thereunder and in
the manner and for the consideration stated in the Registration Statement and
Prospectus, will be 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 all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto. This opinion speaks only as of its date and we assume no
obligation to update this opinion should circumstances change after the date
hereof. This opinion is intended solely for use in connection with issuance and
sale of shares subject to the Registration Statement and is not to be relied
upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
By: /s/ Fenwick & West LLP
----------------------------
-2-
