EX-5.1 2 dex51.htm OPINION OF MORRISON & FOERSTER LLP Opinion of Morrison & Foerster LLP

Exhibit 5.1

 

June 17, 2005

 

Altera Corporation

101 Innovation Drive

San Jose, California 95134

 

  RE: Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to Altera Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”), being filed by the Company with the Securities and Exchange Commission relating to the registration under the Securities Act of 1933, as amended, of a total of 26,990,951 shares (the “Shares”) of the Company’s Common Stock, $0.001 par value, which will be issuable from time to time under the Company’s 2005 Equity Incentive Plan and 1987 Employee Stock Purchase Plan (collectively, the “Plans”).

 

In connection therewith, we have reviewed the Registration Statement, the Company’s filings with the Securities and Exchange Commission, certain of the Company’s corporate records, documents, instruments and certificates of public officials taken in connection with the adoption of the Plans and the authorization of the issuance of the Shares and such other factual and legal matters as we have deemed necessary for purposes of rendering the opinion set forth herein.

 

We have assumed the genuineness of the signatures on and the authenticity of all documents submitted to us as originals and the conformity with originals of all items submitted to us as copies. We also have relied upon a certificate of an officer of the Company as to certain factual matters. We have relied on the Company’s records and have assumed the accuracy and completeness thereof.

 

Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued and sold in accordance with the terms of the Plans and pursuant to the agreements that accompany each issuance under the Plans, will be validly issued, fully paid and nonassessable.


Altera Corporation

June 17, 2005

Page 2

 

We express no opinion as to matters governed by laws of any jurisdiction other than the laws of the State of Delaware and the federal laws of the United States of America, as in effect on the date hereof.

 

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement.

 

Very truly yours,

/s/ Morrison & Foerster LLP

Morrison & Foerster LLP