1


                                                                     EXHIBIT 5.1





March 10, 2000



Synopsys, Inc.
700 East Middlefield Road
Mountain View, CA  94043

           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 March 10, 2000
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 2,200,000 of your Common
Shares under the 1998 Nonstatutory Stock Option Plan. Such shares of Common
Stock are referred to herein as the "Shares," and such plan is referred to
herein as the "Plan." 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 Plan.

           It is our opinion that, when issued and sold in the manner described
in the Plan and pursuant to the agreements which accompany each grant under the
Plan, 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.

                                        Sincerely,



                                        WILSON SONSINI GOODRICH & ROSATI
                                        Professional Corporation



                                       10