Exhibit 5.1
 | Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
o: 650.493.9300 |
January 21, 2025
Micron Technology, Inc.
8000 South Federal Way
Boise, Idaho 83716-9632
| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the Registration Statement on Form S-8 to be filed by Micron Technology, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on or about January 21, 2025 (the “Registration Statement”) for the proposed issuance of up to 48,575,795 shares of common stock, $0.10 par value per share, of the Company (the “Shares”) pursuant to the Micron Technology, Inc. 2025 Equity Incentive Plan (the “Plan”).
We have examined and relied, to the extent we deem proper, on certificates of the Company as to factual matters, and on the originals or copies certified or otherwise identified to our satisfaction, of all such corporate records of the Company and such other instruments, documents, and records that we have deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies, and the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
Based on such examination, we are of the opinion that, following the filing of the Registration Statement, the Shares to be issued by the Company pursuant to the Plan are validly authorized and, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable.
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Micron Technology, Inc.
January 21, 2025
Page 2
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever it appears in the Registration Statement. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the SEC issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
| Very truly yours, | |
| /s/ Wilson Sonsini Goodrich & Rosati, PC | |
| WILSON SONSINI GOODRICH & ROSATI | |
| Professional Corporation |