<PAGE>
EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
September 29, 2000
Silicon Storage Technology, Inc.
1171 Sonora Court
Sunnyvale, California 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-3 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission"), including a prospectus to
be filed with the Commission pursuant to Rule 424(b) of Regulation C promulgated
under the Securities Act of 1933, as amended (the "Prospectus"), and the
underwritten public offering of up to 5,750,000 shares of Common Stock (the
"Common Stock").
In connection with this opinion, we have (i) reviewed the Registration
Statement, the Company's Articles of Incorporation and Bylaws and the originals
or copies certified to our satisfaction, of such records, documents,
certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below, and
(ii) assumed that the shares of the Common Stock will be sold to the
Underwriters at a price established by the Pricing Committee of the Board of
Directors of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Common Stock, when sold and issued in accordance with the
Registration Statement and related Prospectus, will be validly issued, fully
paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in
the Prospectus included on the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By /s/ MATTHEW W. SONSINI
------------------------------------
Matthew W. Sonsini
