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EXHIBIT 5.1
July 20, 2000
Texas Instruments Incorporated
12500 TI Boulevard
P.O. Box 660199
Dallas, Texas 75266-0199
Ladies and Gentlemen:
We have acted as counsel to Texas Instruments Incorporated, a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-4 (No. 333-41030) (as amended, the "Registration Statement")
under the Securities Act of 1933, as amended, relating to the proposed offering
of up to 82,395,795 shares of the common stock, $1.00 par value, of the Company
(the "Shares"), pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of June 21, 2000, by and among the Company, Burr-Brown
Corporation, a Delaware corporation ("Burr-Brown"), and Burma Acquisition Corp.,
a Delaware corporation. The Shares are to be issued to the stockholders of
Burr-Brown in accordance with terms of the Merger Agreement in exchange for each
such stockholder's shares of common stock, $0.01 par value ("Burr-Brown Common
Stock"), of Burr-Brown.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Restated Certificate of
Incorporation of the Company and such corporate records, agreements, documents
and other instruments, and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have made such
inquiries of such officers and representatives as we have deemed relevant and
necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been
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Texas Instruments Incorporated
July 20, 2000
Page 2
independently established, we have relied upon certificates or comparable
documents of officers and representatives of the Company.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware.
2. The Shares are duly authorized and, when issued and delivered to the
stockholders of Burr-Brown in exchange for shares of Burr-Brown Common Stock in
accordance with the terms of the Merger Agreement, will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the proxy statement/prospectus forming a part of the
Registration Statement.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP
