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EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
October 5, 2000
Silicon Storage Technology, Inc.
1171 Sonora Court
Sunnyvale, CA 94086
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Silicon Storage Technology, Inc. (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to 3,000,000
shares of the Company's Common Stock, no par value, (the "Shares") pursuant to
its 1995 Equity Incentive Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectuses, your Articles of Incorporation and Bylaws, as amended, and
such other documents, records, certificates, memoranda and other instruments as
we deem necessary as a basis for this opinion. We have assumed the genuineness
and authenticity of all documents submitted to us as originals, the conformity
to originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and related Prospectuses, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ MARK P. TANOURY
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Mark P. Tanoury
