OPINION LETTER
Published on February 10, 1995
Exhibit 5
[LETTERHEAD OF BRONSON, BRONSON & MCKINNON APPEARS HERE]
February 9, 1995
Advanced Micro Devices, Inc.
One AMD Place
Sunnyvale, California 94088-3453
Ladies and Gentlemen:
This opinion is being delivered in connection with the registration under
the Securities Act of 1933 by Advanced Micro Devices, Inc., a Delaware
corporation ("AMD" or the "Company"), of 6,853,443 shares of common stock, par
value $0.01 per share, of the Company (the "Common Stock") accompanied by
preferred stock purchase rights (the "Rights"). The Common Stock and Rights are
to be issued pursuant to a Registration Statement on Form S-3 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission on or about February 10, 1995.
We have examined originals, certified copies or copies otherwise identified
to our satisfaction as being true copies of such corporate records of the
Company and such other instruments, records and documents as we have deemed
necessary in order to enable us to render the opinions hereinafter expressed.
As to various questions of fact material to such opinions, we have relied upon
certificates of officers of the Company and of public officials. We have
assumed the genuineness of all signatures, the authenticity of all documents and
certificates examined by us and the correctness of all statements of fact
contained therein.
On the basis of the foregoing, we are of the opinion that:
1. AMD is a corporation duly organized and validly existing and in good
standing under the laws of the State of Delaware.
BRONSON, BRONSON & MCKINNON
Advanced Micro Devices, Inc.
February 9, 1995
Page 2
2. The 6,853,443 shares of Common Stock and accompanying Rights when
issued, sold and delivered in the manner and for the consideration stated in the
Registration Statement will be duly and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, as it may be amended, and to the reference to our firm under the
caption "Legal Matters" in the related prospectus.
BRONSON, BRONSON & MCKINNON
VJB/ph