EX-5.2 3 f71468orex5-2.txt EXHIBIT 5.2 1 EXHIBIT 5.2 [Simpson Thacher & Bartlett letterhead] April 11, 2001 Maxim Integrated Products, Inc. 120 San Gabriel Drive Sunnyvale, California 94086 Ladies and Gentlemen: We have acted as counsel to Maxim Integrated Products, Inc., a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), relating to shares (the "Shares") of Common Stock, par value $0.001 per share, of the Company to be issued by the Company pursuant to the stock option plans listed on Schedule A hereto (collectively, the "Plans") to be assumed by the Company pursuant to the Agreement and Plan of Merger, dated as of January 28, 2001 (the "Merger Agreement"), among the Company, MI Acquisition Sub, Inc., a wholly-owned subsidiary of the Company, and Dallas Semiconductor Corporation. We have examined the Registration Statement, the Plans and the Merger Agreement and the originals, or duplicates or certified or conformed copies, of such records, agreements, instruments and other documents and have made such other and further 2 -2- April 11, 2001 investigations as we have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact material to this opinion, we have relied upon certificates of public officials and of officers and representatives of the Company. 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 duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued in accordance with the terms of the Merger Agreement and the Plans, the Shares will be validly issued, fully paid and nonassessable. We are members of the Bar of the State of New York and we do not express any opinion herein concerning any law other than the Delaware General Corporation Law. We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement. Very truly yours, /s/ SIMPSON THACHER & BARTLETT 3 Schedule A Dallas Semiconductor Corporation Amended 1987 Stock Option Plan Dallas Semiconductor Corporation 1993 Officer and Director Stock Option Plan