EXHIBIT 5.1

May 7, 2001

Semtech Corporation
652 Mitchell Road
Newbury Park, California 91320

Ladies and Gentlemen:

We are furnishing this opinion of counsel to Semtech Corporation, a Delaware
corporation (the "Company"), for filing as Exhibit 5.1 to the Registration
Statement on Form S-8 (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the issuance and sale by the Company of up to 4,200,000
shares of its Common Stock (the "Shares") upon the exercise of stock options or
awards granted pursuant to the Company's Non-Director Non-Executive Officer
Long-Term Stock Incentive Plan (the "Plan") and a series of the Company's Non-
Statutory Stock Option Agreements (the "Agreements").

We have examined the Certificate of Incorporation and Bylaws, each as amended to
date, of the Company, and the originals, or copies certified or otherwise
identified, of records of corporate action of the Company as furnished to us by
the Company, certificates of public officials and of representatives of the
Company, and such other instruments and documents as we deemed necessary, as a
basis for the opinions hereinafter expressed. In such examination we have
assumed the genuineness of all signatures, the authenticity of all corporate
records and other documents submitted to us and the conformity to original
documents submitted to us as certified or photostatic copies.

Based upon our examination as aforesaid, and in reliance upon our examination of
such questions of law as we deem relevant under the circumstances, we are of the
opinion that the Shares, when purchased and issued as described in the
Registration Statement and in accordance with the Plan or Agreements, as the
case may be (including the receipt of the full purchase price therefor), will be
validly issued, fully paid and nonassessable.

We express no opinion with respect to the applicability or effect of the laws of
any jurisdiction other than the Delaware General Corporation Law, as in effect
as of the date hereof.

We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the
Registration Statement.


Very truly yours,

/s/ Paul, Hastings, Janofsky & Walker LLP