OPINION OF COUNSEL
Published on August 15, 1997
EXHIBIT 5
[LETTERHEAD OF BRONSON, BRONSON & MCKINNON LLP APPEARS HERE]
August 15, 1997
Board of Directors
Advanced Micro Devices, Inc.
One AMD Place
Sunnyvale, California 94088
Re: Advanced Micro Devices, Inc. 1991 Stock Purchase Plan
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Gentlemen:
We refer to the Registration Statement on Form S-8 to be filed by
Advanced Micro Devices, Inc. (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to 1,500,000
shares of the Company's common stock, $.01 par value ("Common Stock"),
issuable under the Company's 1991 Stock Purchase Plan (the "AMD SPP"). As
counsel to the Company, we have examined such questions of law and such
corporate records and other documents as we have considered necessary or
appropriate for the purposes of this opinion. On the basis of the foregoing,
we advise you that in our opinion the shares of Common Stock issuable under
the AMD SPP have been duly and validly authorized and, when issued and sold in
the manner contemplated by the AMD SPP, will be validly issued, fully paid,
and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bronson, Bronson & McKinnon LLP
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Bronson, Bronson & McKinnon LLP