OPINION OF BRONSON
Published on December 12, 1995
EXHIBIT 5.1
DECEMBER 12, 1995
Advanced Micro Devices, Inc.
One AMD Place
Sunnyvale, CA 94088
Re: Advanced Micro Devices, Inc. Registration Statement on Form S-4
Ladies and Gentlemen:
As counsel to Advanced Micro Devices, Inc., a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
by the Company pursuant to the above-referenced Registration Statement on Form
S-4 (the "Registration Statement") under the Securities Act of 1933, as
amended, of the shares of the Company's Common Stock, par value $0.01 per
share (the "Shares"), to be issued in connection with the merger of NexGen,
Inc., a Delaware corporation ("NexGen") with a subsidiary of the Company or
with and into the Company pursuant to an Agreement and Plan of Merger, among
the Company, AMD Merger Corporation and NexGen, dated as of October 20, 1995,
as amended December 11, 1995 (as amended, the "Merger Agreement").
As such counsel and in connection with the opinion expressed below, we have
examined copies of the Registration Statement, the Company's Certificate of
Incorporation as amended to date, the Company's By-Laws as amended to date,
the Merger Agreement, certificates of public officials and officers of the
Company, and such other documents, instruments and records as we have deemed
necessary or appropriate as a basis for the opinion expressed below. In such
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
to original documents of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares have been
validly authorized and, when issued pursuant to the terms of the Merger
Agreement, will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" therein.
Very truly yours,
/s/ Bronson, Bronson & McKinnon
Bronson, Bronson & McKinnon