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EXHIBIT 5.1
June 2, 2000
Synopsys, Inc.
700 East Middlefield Road
Mountain View, CA 94043
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about June 8, 2000, (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 1,200,000 shares of your
Common Stock, $0.01 par value per share, under the Employee Stock Purchase Plan
and International Employee Stock Purchase Plan and 540,000 of such Common Stock
under the 1998 Nonstatutory Stock Option Plan. Such shares of Common Stock are
referred to herein as the "Shares," and such plans are referred to herein as the
"Plans." As your counsel in connection with this transaction, we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by you in connection with the issuance and sale of the Shares pursuant to the
Plans.
It is our opinion that, when issued and sold in the manner described in the
Plans and pursuant to the agreements which accompany each grant under the Plans,
the Shares will be legally and validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
