Exhibit 5.1
February 10, 2023
Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95054
Registration Statement on Form S-3 (File No. 333-269522)
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3, File No. 333-269522, 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 February 2, 2023 (the “Registration Statement”), the preliminary prospectus supplement related thereto dated February 7, 2023 in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act on February 7, 2023, the final pricing term sheet dated February 7, 2023 in the form filed with the Commission pursuant to Rule 433 under the Securities Act on February 7, 2023, and the final prospectus supplement dated February 7, 2023 in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act on February [8], 2023 in connection with the offering and sale by the Company of $1,500,000,000 aggregate principal amount of 4.875% Senior Notes due 2026, $1,750,000,000 aggregate principal amount of 4.875% Senior Notes due 2028, $1,250,000,000 aggregate principal amount of 5.125% Senior Notes due 2030, $2,250,000,000 aggregate principal amount of 5.200% Senior Notes due 2033, $1,000,000,000 aggregate principal amount of 5.625% Senior Notes due 2043, $2,000,000,000 aggregate principal amount of 5.700% Senior Notes due 2053 and $1,250,000,000 aggregate principal amount of 5.900% Senior Notes due 2063 (collectively, 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 Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as successor trustee (the “Trustee”), together with the nineteenth supplemental indenture dated as of February 10, 2023 with respect to the Notes (the “Nineteenth 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 February 7, 2023 (the “Underwriting Agreement”), between the Company and the representatives of the several underwriters named therein (the “Underwriters”).