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EXHIBIT 5
OPINION AND CONSENT OF COUNSEL
September 1, 2000
Synopsys, Inc.
700 East Middlefield Road
Mountain View, CA 94043
Re: Synopsys, Inc. - Registration Statement on Form S-8
Ladies and Gentlemen:
I have acted as counsel to Synopsys, Inc., a Delaware corporation (the
"Company"), in connection with the registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of (i) 33,985 shares
of the Company's common stock reserved for issuance under The Silicon Group,
Inc. Nonstatutory Stock Option Plan as assumed by the Company (the "TSG Plan")
and (ii) 5,800,000 shares of the Company's common stock reserved for issuance
under the Company's 1998 Nonstatutory Stock Option Plan (the "1998 Plan") (the
shares described in this paragraph are hereinafter collectively referred to as
the "Shares").
This opinion is being furnished in accordance with the requirements of Item
8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
I have reviewed the Company's charter documents and the corporate
proceedings taken by the Company with respect to (i) the assumption of the TSG
Plan and the options outstanding thereunder in connection with the Company's
acquisition of The Silicon Group, Inc. and (ii) the issuance of shares under the
Company's 1998 Plan. Based on such review, I am of the opinion that if, as and
when the Shares are issued and sold (and the consideration therefor received)
pursuant to the provisions of the TSG Plan and the 1998 Plan and the option
agreements pertaining thereto, such Shares will be duly authorized, legally
issued, fully paid and nonassessable.
I consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and I
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to my attention and which may alter,
affect or modify the opinion expressed herein. My opinion is expressly limited
to the matters set forth above and I render no opinion, whether by implication
or otherwise, as to any other matters relating to the Company, the TSG Plan, the
1998 Plan or the Shares.
Very truly yours,
Christopher K. Sadeghian
