EXHIBIT 5.1
OPINION OF MORRISON & FOERSTER LLP
July 27, 2009
Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA 95054-1549
Re: Registration of Securities of Intel Corporation
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the “SEC”) in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of Ten Million Six Hundred Fifteen Thousand One Hundred Thirty Five (10,615,135) shares (the “Plan Shares”) of common stock, par value $0.001 (“Common Shares”), of Intel Corporation (the “Company”), issuable pursuant to stock options and restricted stock units (the “Equity Awards”) granted under the Wind River Systems, Inc. 2005 Equity Incentive Plan, Wind River Systems, Inc. 1998 Equity Incentive Plan, Wind River Systems, Inc. 1998 Non-Officer Stock Option Plan, Embedded Support Tools Corporation Amended and Restated 1999 Stock Option Plan, Rapid Logic, Inc. 1997 Stock Option Plan, Integrated Systems, Inc. 1998 Equity Incentive Plan, and Stock Option Grant Notice and Agreement with Ian Halifax, dated March 21, 2007 (collectively, the “Plans”), as assumed in connection with the Agreement and Plan of Merger dated June 4, 2009 (the “Merger Agreement”) by and among the Company, APC II Acquisition Corporation, and Wind River Systems, Inc.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended.
As your counsel in connection with the Registration Statement, we have examined the proceedings taken by the Company in connection with the assumption of the Equity Awards and the authorization of the issuance of the Plan Shares, and such documents as we have deemed necessary to render this opinion. For the purpose of the opinion rendered below, we have assumed that in connection with the issuance of the Plan Shares, the Company will receive consideration in an amount not less than the aggregate par value of the Plan Shares covered by each such issuance. We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plans that would expand, modify or otherwise affect the terms of the Plans or the respective rights or obligations of the participants thereunder, and that each award agreement setting forth the terms of each grant of options or other awards under the Plans is
consistent with the Plans and has been duly authorized and validly executed and delivered by the parties thereto.
Based upon and subject to the foregoing, it is our opinion that the Plan Shares, when issued and outstanding pursuant to the terms of the applicable Plans and assumed Equity Awards, will be validly issued, fully paid and nonassessable Common Shares.
We consent to the use of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Morrison & Foerster LLP
