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 21, 2006
Direct Dial Client Matter 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 175,000,000 Shares of
Common Stock Pursuant to the Intel Corporation
2006 Equity Incentive Plan
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement"), of Intel Corporation, a Delaware
corporation (the "Company"), filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Securities Act"), in connection
with the offering by the Company of up to 175,000,000 shares of
the Company's Common Stock, par value $.001 per share, (the
"Shares"). The Shares subject to the Registration Statement are
to be issued under the Intel Corporation 2006 Equity Incentive
Plan (the "Plan").
We have examined the originals, or photostatic or certified
copies, of such records of the Company and certificates of
officers of the Company and of public officials and such other
documents as we have deemed relevant and necessary as the basis
for the opinions set forth below. In our examination, we have
assumed the genuineness of all signatures, the legal capacity and
competency of all natural persons, the authenticity of all
documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as copies.
We have also assumed that 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. Finally, we have assumed the accuracy
of all other information provided to us by the Company during the
course of our investigations, on which we have relied in issuing
the opinion expressed below.
Based upon the foregoing examination and in reliance
thereon, and subject to the qualifications, assumptions and
limitations stated herein and in reliance on the statements of
fact
GIBSON, DUNN & CRUTCHER LLP
Intel Corporation
June 21, 2006
Page 2
contained in the documents that we have examined, we are of the
opinion that the Shares, when issued and sold in accordance with
the terms set forth in the Plan and against payment therefor, and
when the Registration Statement has become effective under the
Securities Act, will be validly issued, fully paid and non-
assessable.
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.
We consent to the filing of this opinion as an exhibit to
the Registration Statement, and we further consent to the use of
our name under the caption "Legal Matters" in the Registration
Statement and the prospectus that forms a part thereof. In
giving these consents, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations of the
Commission.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP