EXHIBIT 5.1

November 18, 1995 

Cirrus Logic, Inc. 
3100 West Warren Avenue 
Fremont, CA 94538 

Re:  Registration Statement on Form S-8 

Ladies and 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 November 18, 1996 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 2,500,000 and 600,000 shares of your 
Common Stock, no par value (the "Shares"), reserved for issuance under your
1996 Stock Plan (the "Stock Plan") and the Amended 1989 Employee Stock Purchase
(the "Purchase Plan"), respectively.  As your legal counsel, we have
examined the proceedings taken and proposed to be taken in connection 
with the issuance, sale and payment of consideration for the Shares to be 
issued under the Plans. 

It is our opinion that, when issued and sold in compliance with 
applicable prospectus delivery requirements and in the manner 
referred to in the Plans and pursuant to the agreement which
which accompanies 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 
amendment thereto. 

                               Sincerely, 

                               /s/ WILSON, SONSINI, GOODRICH & ROSATI
                               Professional Corporation