Exhibit 5.1
March 25, 2020
Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95054
Registration Statement on FormS-3 (FileNo. 333-224472)
Ladies and Gentlemen:
We have examined the Registration Statement on FormS-3, FileNo. 333-224472, of Intel Corporation, a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462 under the Securities Act of 1933, as amended (the “Securities Act”), on April 26, 2018 (the “Registration Statement”), the preliminary prospectus supplement related thereto dated March 20, 2020 in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act on March 20, 2020, the final pricing term sheet dated March 20, 2020 in the form filed with the Commission pursuant to Rule 433 under the Securities Act on March 20, 2020, and the final prospectus supplement dated March 20, 2020 in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act on March 23, 2020 in connection with the offering and sale by the Company of $1,500,000,000 aggregate principal amount of 3.400% Senior Notes due 2025, $1,000,000,000 aggregate principal amount of 3.750% Senior Notes due 2027, $1,500,000,000 aggregate principal amount of 3.900% Senior Notes due 2030, $750,000,000 aggregate principal amount of 4.600% Senior Notes due 2040, $2,250,000,000 aggregate principal amount of 4.750% Senior Notes due 2050 and $1,000,000,000 aggregate principal amount of 4.950% Senior Notes due 2060 (the “Notes”). The Notes are being issued pursuant to an indenture dated as of March 29, 2006, as supplemented by the first supplemental indenture dated as of December 3, 2007 (together, the “Base Indenture”) between the Company and Wells Fargo Bank, National Association, as successor trustee (the “Trustee”), together with the sixteenth supplemental indenture dated as of March 25, 2020 with respect to the Notes (the “Sixteenth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). In connection with the issuance of the Notes, the Company has entered into an Underwriting Agreement, dated as of March 20, 2020 (the “Underwriting Agreement”), between the Company and the representatives of the several underwriters named therein (the “Underwriters”).