Exhibit No. 5.1
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006-1470
(212) 225-2000
Facsimile (212) 225-3999
September 15, 2003
Standard Microsystems Corporation
80 Arkay Drive
Hauppauge, New York 11788
Re: Standard Microsystems Corporation Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Standard Microsystems Corporation, a Delaware
corporation (the "Company"), in connection with a registration statement on Form
S-8 (the "Registration Statement") to be filed today with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Act"), for the registration of 1,422,434 shares of the
Company's common stock, par value $0.10 per share (the "Securities"), to be
issued under the Company's 2003 Director Stock Option Plan, the Company's 2003
Stock Option and Restricted Stock Plan, the Company's 2002 Inducement Option
Plan, and the Company's 2003 Inducement Option Plan (collectively, the "Plans"),
and the related Series A Participating Preferred Stock purchase rights (the
"Rights") to be issued pursuant to the Rights Agreement (the "Rights Agreement")
dated as of January 7, 1998, between the Company and the Rights Agent named
therein, as amended by Amendment No. 1 dated January 23, 2001, and as further
amended by Amendment No. 2 dated April 9, 2002.
We have participated in the preparation of the Registration Statement and
have reviewed the originals or copies certified or otherwise identified to our
satisfaction of all such corporate records of the Company and such other
instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinions
expressed below.
In rendering the opinions expressed below, we have assumed the authenticity
of all documents submitted to us as originals and the conformity to the
originals of all documents submitted to us as copies. In addition, we have
assumed and have not verified the accuracy as to factual matters of each
document we have reviewed.
Based on the foregoing, and subject to the further assumptions and
qualifications set forth below, it is our opinion that:
1. The Shares have been duly authorized by all necessary corporate
action of the Company and, when issued in accordance with the terms of the
Plans, at prices in excess of the par value thereof, will be validly issued,
fully paid and nonassessable.
2. Upon issuance of the Shares in accordance with the terms of the
Plans, at prices in excess of the par value thereof, the Rights associated with
the Shares will be validly issued.
The foregoing opinions are limited to the General Corporation Law of
the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are "experts" within the meaning of the Act or the rules and regulations of the
Commission issued thereunder with respect to any part of the Registration
Statement, including this exhibit.
.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By: /s/ Robert J. Raymond
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Robert J. Raymond, a partner