EXHIBIT 5.1




                              September 1, 1998



Xilinx, Inc.
2100 Logic Drive
San Jose, California  95124

     RE:  REGISTRATION STATEMENT ON FORM S-8
          ----------------------------------

Gentlemen:

     We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about September 3, 1998
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of shares of your Common Stock (the
"Shares") to be issued pursuant to your 1997 Stock Plan and 1990 Employee
Qualified Stock Purchase Plan (the "Plans").  As your counsel in connection
with this transaction, we have examined the proceedings taken and are familiar
with the proceedings proposed to be taken by you in connection with the
issuance and sale of the Shares pursuant to the Plans.

     It is our opinion that, when issued and sold in the manner described in
the Plans and pursuant to the agreements which accompany grants under the
Plans, the Shares will be legally and validly issued, fully-paid and
non-assessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in
the Registration Statement and any amendments thereto.


                                       Very truly yours,

                                       WILSON SONSINI GOODRICH & ROSATI,
                                       Professional Corporation

                                       /s/ WILSON SONSINI GOODRICH & ROSATI,
                                       Professional Corporation