EXHIBIT 5.1

                        OPINION OF PILLSBURY WINTHROP LLP


                             PILLSBURY WINTHROP LLP
                               2550 Hanover Street
                            Palo Alto, CA 94304-1115


December 31, 2001


California Micro Devices Corporation
215 Topaz Street
Milpitas, CA 95035-5430
Telephone (408) 263-3214


         Re:      Registration Statement on Form S-3

Ladies and Gentlemen:

We are acting as counsel for California Micro Devices Corporation,  a California
corporation  (the  "Company"),  in connection  with the  registration  under the
Securities Act of 1933, as amended (the  "Securities  Act"), of 2,054,750 shares
of Common Stock, no par value per share (the "Common Stock"), of the Company, to
be offered and sold by certain  stockholders  and warrant holders of the Company
(the  "Selling  Stockholders").  In this  regard,  we have  participated  in the
preparation of a  Registration  Statement on Form S-3 relating to such 2,054,750
shares of Common  Stock.  (Such  Registration  Statement,  as  amended is herein
referred to as the " Registration Statement".)

We are of the opinion  that the  2,000,000  shares of Common Stock to be offered
and sold by the Selling  Stockholders  other than Needham & Company,  Inc.  have
been duly authorized and legally issued and are fully paid and nonassessable. We
are of the further  opinion that the 54,750 shares of Common Stock to be offered
and sold by  Needham &  Company,  Inc.  will be,  when  issued  pursuant  to the
exercise of outstanding  warrants held by it, duly authorized an legally issued,
fully paid, and nonassessable.

We  hereby  consent  to  the  filing  of  this  opinion  as  Exhibit  5.1 to the
Registration  Statement  and to the use of our name  under  the  caption  "Legal
Matters" in the Registration Statement and in the Prospectus included therein.

                                            Very truly yours,

                                            /s/ PILLSBURY WINTHROP LLP