Exhibit 5.1
November 16, 2006
Sirenza Microdevices, Inc.
303 S. Technology Court
Broomfield, Colorado 80021
| RE: | REGISTRATION STATEMENT ON FORM S-3 |
Ladies and Gentlemen:
We have examined the registration statement on Form S-3 filed by you with the Securities and Exchange Commission on November 16, 2004 (the “Registration Statement”) in connection with the registration for resale under the Securities Act of 1933, as amended, of up to 7,000,000 shares of your common stock, $0.001 par value per share (the “Shares”). We understand that the Shares are to be offered for sale by the selling stockholders named in the Registration Statement, and that such sales may be made from time to time as described in the Registration Statement.
As your legal counsel, we have examined the proceedings taken by you in connection with the issuance and sale of the Shares, and we have examined such other proceedings and documents as we have deemed necessary or appropriate as a basis for the opinion given herein. It is our opinion that the Shares have been validly issued and are fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement the prospectus contained therein, and any supplement to the prospectus referred to therein, and in any amendment or supplement thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
