Exhibit 5.1

                                 August 11, 2003


Atmel Corporation
2325 Orchard Parkway
San Jose, CA  95131

      RE:   REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

      We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Atmel Corporation, a Delaware corporation (the
"Registrant" or "you"), with the Securities and Exchange Commission on or about
the date hereof, in connection with the registration under the Securities Act of
1933, as amended, of an aggregate of 40,000,000 shares of your Common Stock (the
"Shares"), reserved for issuance pursuant to the 1996 Stock Plan and the 1991
Employee Stock Purchase Plan (together, the "Plans"). As your legal counsel, we
have reviewed the actions proposed to be taken by you in connection with the
issuance and sale of the Shares to be issued under the Plans.

      It is our opinion that the Shares, when issued and sold in the manner
referred to in the Plans and pursuant to the agreements which accompany the
Plans, will be legally and validly issued, fully paid and nonassessable.

      We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.

                                           Very truly yours,

                                           WILSON SONSINI GOODRICH & ROSATI
                                           Professional Corporation

                                           /s/  WILSON SONSINI GOODRICH & ROSATI
                                           PROFESSIONAL CORPORATION