Exhibit 5.1
March 11, 2020
Analog Devices, Inc.
One Technology Way
Norwood, Massachusetts 02062
| Re: | 2020 Equity Incentive Plan |
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on FormS-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 12,613,058 shares of common stock, $0.16 2/3 par value per share (the “Shares”), of Analog Devices, Inc., a Massachusetts corporation (the “Company”), issuable under the Company’s 2020 Equity Incentive Plan (the “Plan”).
We have examined the Articles of Organization andBy-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The Commonwealth of Massachusetts.
It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
