EX-5.1 2 a09-12289_1ex5d1.htm EX-5.1

Exhibit 5.1

 

Baker & McKenzie LLP

Two Embarcadero Center, 11th Floor

San Francisco, CA 94111-3802, USA

 

 

 

Tel: +1 415 576 3000

 

Fax: +1 415 576 3099

 

www.bakernet.com

 

Asia Pacific

 

Bangkok

 

Beijing

 

Hanoi

April 23, 2009

 

Silicon Laboratories Inc.

400 West Cesar Chavez

Austin, TX  78701

 

RE:          RE:          Silicon Laboratories Inc. - Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to Silicon Laboratories 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 an aggregate of 8,050,000 shares of the Company’s common stock (the “Shares”), 6,800,000 of which are pursuant to the Company’s 2009 Stock Incentive Plan (the “2009 Stock Plan”) and 1,250,000 of which are pursuant to the Company’s 2009 Employee Stock Purchase Plan (the “2009 ESPP,” and, together with the 2009 Stock Plan, the “Plans”).  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.

 

We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

 

We have reviewed the Company’s charter documents and the corporate proceedings taken by the Company in connection with the establishment of the Plans.  Based on such review, we are 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 2009 Stock Plan or the 2009 ESPP, as the case may be, and in accordance with the Registration Statement, the Shares will be duly authorized, legally issued, fully paid and non-assessable.

Ho Chi Minh City

Hong Kong

Jakarta

Kuala Lumpur

Manila

Melbourne

Shanghai

Singapore

Sydney

Taipei

Tokyo

 

Europe & Middle East

Almaty

Amsterdam

Antwerp

Bahrain

Baku

Barcelona

Berlin

Brussels

Budapest

Cairo

Düsseldorf

Frankfurt / Main

Geneva

Kyiv

London

Madrid

Milan

Moscow

Munich

Paris

Prague

 

Riyadh

 

Rome

 

St. Petersburg

 

Stockholm

 

Vienna

 

Warsaw

 

Zurich

 

 

 

North & South America

 

Bogotá

 

Brasilia

 

Buenos Aires

 

Caracas

 

Chicago

 

Chihuahua

 

Dallas

 

Guadalajara

 

Houston

 

Juarez

 

Mexico City

 

Miami

 

Monterrey

 

New York

 

Palo Alto

 

Porto Alegre

 

Rio de Janeiro

 

San Diego

 

San Francisco

 

Santiago

 

Sao Paulo

 

Tijuana

 

Toronto

 

Valencia

 

Washington, DC

 

 



 

 

This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.  Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plans or the Shares.  We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement.

 

 

 

Very truly yours,

 

 

 

/s/ Baker & McKenzie LLP

 

 

 

BAKER & McKENZIE LLP