Exhibit 5.1
                                                                     -----------


March 28, 2005


Board of Directors
Simtek Corporation
4250 Buckingham Drive, #100
Colorado Springs, Colorado  80907

Re:  Simtek Corporation Registration Statement on Form S-2

Dear Gentlemen:

As counsel for Simtek Corporation, a Colorado corporation (the "Company"), we
have examined the above-referenced Registration Statement (the "Registration
Statement") on Form S-2 under the Securities Act of 1933, as amended (the
"Act"), that the Company is filing with the Securities and Exchange Commission
(the "SEC") with respect to the registration of 8,126,936 shares of its common
stock, par value $0.01 per share ("Common Stock"), which shares of Common Stock
(i) were issued to SF Capital Partners Ltd. ("SF Capital"), Bluegrass Growth
Fund LP ("Bluegrass LP") and Bluegrass Growth Fund LTD (together with SF Capital
and Bluegrass LP, the "Investment Funds") pursuant to that certain Securities
Purchase Agreement (the "Securities Purchase Agreement"), dated as of October
12, 2004, by and among the Company and the Investment Funds, (ii) are issuable
upon the exercise of warrants granted to the Investment Funds pursuant to the
Securities Purchase Agreement (the "Investment Funds Warrants") or (iii) are
issuable upon the exercise of that certain Warrant, dated as of October 12,
2004, issued to Merriman Curhan Ford & Co. ("MCF") by the Company (the "MCF
Warrant").

This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.

We have also examined the Company's Amended and Restated Articles of
Incorporation, By-laws and the originals or copies certified to our satisfaction
of certain corporate records and proceedings of the Company and such other
certificates (including, without limitation, a certificate with respect to the
consideration received by the Company from the Investment Funds in exchange for
the shares of Common Stock issued to the Investment Funds pursuant to the
Securities Purchase Agreement), instruments and documents as we deemed
appropriate to enable us to render the opinion expressed below.

In all such examinations, we have assumed, without independent investigation or
inquiry, the legal capacity of all natural persons executing documents, the
genuineness of all signatures on original or certified copies, the authenticity
of all original or certified copies and the conformity to original or certified
documents of all copies submitted to us as conformed or reproduction copies. We
have relied as to factual matters upon and have assumed the accuracy of and have
made no independent investigation of, the statements made in the certificates
and other statements or information of or from public officials and officers and
representatives of the Company.








Based on the foregoing and the limitations, qualifications, exceptions and
assumptions set forth herein, it is our opinion that: (a) the shares of Common
Stock issued to the Investment Funds pursuant to the Securities Purchase
Agreement are validly issued and fully paid and non-assessable; (b) when the
Investment Funds Warrants are exercised and the exercise price paid in
accordance with the terms of the Investment Funds Warrants and the Securities
Purchase Agreement, the shares of Common Stock issuable pursuant to the
Investment Funds Warrants will be validly issued and will be fully paid and
non-assessable; and (c) when the MCF Warrant is exercised and the exercise price
paid in accordance with the terms of the MCF Warrant, the shares of Common Stock
issuable pursuant to the MCF Warrant will be validly issued and will be fully
paid and non-assessable.

The opinions expressed herein are limited to the laws of the State of Colorado.

We hereby consent to the reference to us under the caption "Legal Matters" in
the Registration Statement; provided, however, in giving this consent we do not
admit we are included in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the SEC promulgated
thereunder. We further consent to the filing of this opinion as an exhibit to
the Registration Statement.

We express no opinion as to any matters not expressly set forth herein. The
opinions expressed herein are rendered as of the date hereof. We do not
undertake to advise you of matters that may come to our attention subsequent to
the date hereof and that may affect the opinions expressed herein, including
without limitation, future changes in applicable law. This letter is our opinion
as to certain legal conclusions as specifically set forth herein and is not and
should not be deemed to be a representation or opinion as to any factual
matters.

                                   Sincerely,

                                   /s/ Holme Roberts & Owen LLP

                                   HOLME ROBERTS & OWEN LLP