EXHIBIT 5.1


              [Sheppard, Mullin, Richter & Hampton LLP Letterhead]

March 25, 2005


Diodes Incorporated
3050 East Hillcrest Drive
Westlake Village, California  91362

                  Re:      REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

                  We have acted as special  counsel  to Diodes  Incorporated,  a
Delaware  corporation  (the  "Company"),  in connection with the registration on
Form S-8 (the  "Registration  Statement")  under the  Securities Act of 1933, as
amended,  of 1,500,000 shares of the Company's Common Stock, $0.66 2/3 par value
per share,  reserved for issuance under the 2001 Omnibus  Equity  Incentive Plan
(the "Plan") of the Company.  This opinion is being furnished in accordance with
the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

                  We have  reviewed  the  Company's  charter  documents  and the
corporate  proceedings taken by the Company with respect to the establishment of
the  Plan.  With  respect  to the  foregoing  documents,  we  have  assumed  the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to originals of all documents submitted to us as
certified or reproduced  copies.  We also have obtained from the officers of the
Company  certificates as to certain factual matters necessary for the purpose of
this opinion and,  insofar as this opinion is based on matters of fact,  we have
relied on such certificates without independent investigation.

                  Based on such review,  we are of the opinion that,  if, as and
when the  shares of the  Company's  Common  Stock are  issued  and sold (and the
consideration  therefore received and appropriate stock  certificates  therefore
executed and delivered) pursuant to the provisions of the Plan, such shares will
be legally issued, fully paid and nonassessable.

                  We consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement.

                  We express no opinion as to matters governed by any laws other
than the Delaware  General  Corporation  Law, the  applicable  provisions of the
Delaware Constitution and reported decisions of the Delaware courts interpreting
these laws.

                  We  express no opinion on  securities  issue  pursuant  to any
other registration statement of the Company.

                  This opinion  letter is rendered as of the date first  written
above and we  disclaim  any  obligation  to advise you of facts,  circumstances,
events or developments which hereafter may be brought to our attention and which
may  alter,  affect or modify  the  opinion  expressed  herein.  Our  opinion is
expressly  limited  to the  matters  set forth  above and we render no  opinion,
whether by  implication  or otherwise,  as to any other matters  relating to the
Company,  the Plan, or the shares of the Company's  Common Stock  issuable under
the Plan.

                             Respectfully submitted,

                            /s/ Sheppard, Mullin, Richter & Hampton LLP

                           SHEPPARD, MULLIN, RICHTER & HAMPTON LLP