EXHIBIT 5.1
GIBSON, DUNN & CRUTCHER LLP
Lawyers
A REGISTERED LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
---------------------
1050 Connecticut Avenue, N.W., Washington, D.C. 20036-5306
(202) 955-8500
www.gibsondunn.com
June 17, 2005
Direct Dial Client No.
(202) 955-8500 C 42376-00012
Fax No.
(202) 530-9569
Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA 95054-8119
Re: Proposed Offering of up to 130,000,000 Shares of
Common Stock Pursuant to the Intel Corporation
2004 Equity Incentive Plan
Ladies and Gentlemen:
We refer to an aggregate of 130,000,000 shares of Common
Stock, par value $.001 per share (the "Shares"), of Intel
Corporation, a Delaware corporation (the "Company"), which are
the subject of a registration statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"). The Shares of Common Stock
subject to the Registration Statement are to be issued under the
Intel Corporation 2004 Equity Incentive Plan, as amended (the
"Plan").
For the purpose of rendering this opinion, we have made such
factual and legal examination as we deemed necessary under the
circumstances, and in that connection we have examined, among
other things, originals or copies of the following:
(1) Intel Corporation Second Restated Certificate of
Incorporation dated March 13, 2003 (incorporated by
reference to Exhibit 3.1 of the Company's Form 10-Q for the
quarter ended March 29, 2003, as filed with the Commission
on May 7, 2003);
(2) Intel Corporation Bylaws as of June 17, 2005
(incorporated by reference to Exhibit 3.1 of the Company's
Form 8-K as filed with the Commission on May 20, 2005;
(3) The description of the Shares set forth under the
caption "Description of Capital Stock" in the Company's
registration statement on Form S-3, as amended, filed with
the Commission on April 18, 1995, File No. 33-56107;
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Intel Corporation
June 17, 2005
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(4) The Plan; and
(5) Such records of the corporate proceedings of the
Company, such certificates and assurances from public
officials, officers and representatives of the Company, and
such other documents as we have considered necessary or
appropriate for the purpose of rendering this opinion.
In rendering the opinion expressed below, we have assumed:
(a) The genuineness of all signatures on, and the
authenticity of, all documents submitted to us as originals
and the conformity to original documents of all documents
submitted to us as copies. With respect to agreements and
instruments executed by natural persons, we have assumed the
legal competency of such persons.
(b) There are no agreements or understandings between
or among the Company and any participants in the Plan that
would expand, modify or otherwise affect the terms of the
Plan or the respective rights or obligations of the
participants thereunder.
Based upon our examination mentioned above, we are of the
opinion that the Shares have been validly authorized for issuance
and, when issued and sold in accordance with the terms set forth
in the Plan and the payment therefore has been received, and when
the Registration Statement has become effective under the Act,
the Shares so issued will be validly issued and will be fully
paid and nonassessable.
The opinions set forth herein are subject to the following
assumptions, qualifications, limitations and exceptions:
A. Our opinions set forth herein are limited to the
effect of the present corporate laws of the State of
Delaware and to the present judicial interpretations thereof
and to the facts as they presently exist. Although we are
not admitted to practice in the State of Delaware, we are
familiar with the Delaware General Corporation Law and have
made such investigation thereof as we deemed necessary for
the purpose of rendering the opinion contained herein. We
assume no obligation to revise or supplement our opinions
should the present laws, or the interpretation thereof, be
changed or to revise or supplement these opinions in respect
of any circumstances or events that occur subsequent to the
date hereof.
B. Our opinions set forth herein are subject to
(i) the effect of any bankruptcy, insolvency,
reorganization, moratorium, arrangement or similar laws
affecting the enforcement of creditors' rights generally
(including, without limitation, the effect of
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Intel Corporation
June 17, 2005
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statutory or other laws regarding fraudulent transfers or
preferential transfers) and (ii) general principles of
equity, regardless of whether a matter is considered in a
proceeding in equity or at law, including, without
limitation, concepts of materiality, reasonableness, good
faith and fair dealing and the possible unavailability of
specific performance, injunctive relief or other equitable
remedies.
C. We express no opinion regarding the effectiveness
of any waiver (whether or not stated as such) contained in
the Plan of rights of any party, or duties owing to it, that
is broadly or vaguely stated or does not describe the right
or duty purportedly waived with reasonable specificity or
any provision in the Plan relating to indemnification,
exculpation or contribution.
This opinion may be filed as an exhibit to the Registration
Statement. Consent is also given to the reference to this firm
under the caption "Legal Matters" in the prospectus contained in
or incorporated by reference to the Registration Statement. In
giving this consent, we do not admit we are included in the
category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP