EXHIBIT 5.1



                    [LETTERHEAD OF HOLME ROBERTS & OWEN LLP]


June 29, 2007



Simtek Corporation
4250 Buckingham Drive #100
Colorado Springs, CO 80907

Re:  Registration Statement on Form S-8

Gentlemen:

     We have acted as counsel to Simtek Corporation, a Delaware corporation (the
"Company"), in connection with the Company's Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933 (as amended, the "Act"),
on June 29, 2007. The Registration Statement covers the offering and issuance
from time to time by the Company of up to 500,000 shares of common stock, par
value $0.0001 per share, of the Company (the "Shares") issuable under the
Company's Employee Stock Purchase Plan (the "Plan").

     All capitalized terms which are not defined herein shall have the meanings
assigned to them in the Registration Statement.

     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.

     In connection with the Company's preparation and filing of the Registration
Statement, we have examined originals or copies of all documents, corporate
records or other writings that we consider relevant for the purposes of this
opinion. In such examination, we have assumed the genuineness of all signatures
on all original documents, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as photocopies of originals. As to matters of fact not directly within our
actual knowledge, we have relied upon certificates, electronic and other
documents from public officials in certain jurisdictions.

     In connection with this opinion, we have examined the following documents:

     o    The Certificate of Incorporation of the Company, as amended to date;

     o    The Bylaws of the Company, as amended to date;






     o    The Plan as adopted by the Company and as amended to date;

     o    The Registration Statement, together with Exhibits filed as a part
          thereto and incorporated therein by reference; o Such records of the
          corporate proceedings of the Company, and such other documents that we
          considered necessary or appropriate for the purpose of rendering this
          opinion; and

     o    Such other certificates and assurances from public officials, officers
          and representatives of the Company that we considered necessary or
          appropriate for the purpose of rendering this opinion.

     On the basis of the foregoing examination, and in reliance thereon, and
subject to the exceptions, assumptions, qualifications and limitations set forth
herein, we are of the opinion that (subject to compliance with the pertinent
provisions of the Act and to compliance with such securities or "blue sky" laws
of any jurisdiction as may be applicable):

     The Shares have been duly authorized and, when issued and sold in
accordance with the terms of the Plan and any applicable issuance agreement, the
Shares will be validly issued, fully paid and nonassessable.

     The opinions expressed herein are limited to the General Corporation Law of
the State of Delaware (including the statutory provisions and all applicable
provisions of the Delaware Constitution and reported judicial decisions
implementing these laws).

     This opinion may be filed as an exhibit to the Registration Statement. 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.

     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.

Very truly yours,

/s/ HOLME ROBERTS & OWEN LLP