EXHIBIT 5
LOEB & LOEB LLP
345 Park Avenue
New York NY 10154-0037
October 6, 2000
Standard Microsystems Corporation
80 Arkay Drive
Hauppauge, New York 11788
Dear Sirs:
We refer to the registration statement on Form S-8 under
the Securities Act of 1933, being filed by Standard Microsystems
Corporation, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission, relating to 1,000,000 shares of
the Company's Common Stock issuable upon the exercise of options
granted or available for grant pursuant to the Company's 2000 Stock
Option Plan (the "Plan").
We have examined the Plan, originals or photocopies or
certified copies of such records of the Company, certificates of
officers of the Company and of public officials and such other
documents as we have deemed relevant and necessary as a basis
for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as
certified copies or photocopies and the authenticity of the
originals of such latter documents.
Based on our examination mentioned above, and relying upon
statements of fact contained in the documents which we have examined,
we are of the opinion that the issuance of the Common Stock has been
validly authorized, and the Common Stock when issued and paid for in
the manner contemplated in the Plan, will be legally issued, fully
paid and nonassessable provided, however, that the payment therefor
is in any event not less than the par value of the shares of Common
Stock so issued.
We hereby consent to the filing of this opinion as Exhibit
5 to the Registration Statement.
Very truly yours,
LOEB & LOEB LLP
