EXHIBIT 5 [BRONSON, BRONSON & MCKINNON LLP] May 22, 1996 Board of Directors Advanced Micro Devices, Inc. One AMD Place Sunnyvale, California 94086 Re: Advanced Micro Devices, Inc. 1996 Stock Incentive Plan. -------------------------------------------------------------------- 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 6,500,000 shares of the Company's common stock, $.01 par value ("Common Stock"), issuable under the Company's 1996 Stock Incentive Plan (the "Plan"). 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 Plan have been duly and validly authorized and, when issued and sold in the manner contemplated by the Plan, 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