EXHIBIT 5.1

                [LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]

                                  May 14, 2003


Applied Materials, Inc.
3050 Bowers Avenue
Santa Clara, California  95054

         Re: Registration Statement on Form S-8

Ladies and Gentlemen:

         At your request, we are rendering this opinion in connection with the
proposed issuance of an aggregate of 300,000 shares of common stock (the "Common
Stock") of Applied Materials, Inc., a Delaware corporation (the "Company"),
pursuant to a restricted stock agreement between the Company and Michael R.
Splinter (the "Restricted Stock Agreement").

         We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.

         Based on such examination, we are of the opinion that the 300,000
shares of Common Stock to be issued by the Company pursuant to the Restricted
Stock Agreement are validly authorized shares of Common Stock and, when issued
in accordance with the provisions of the Restricted Stock Agreement, will be
legally issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to this
Registration Statement on Form S-8 and to the use of our name wherever it
appears in said Registration Statement. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder, with respect to any part
of the Registration Statement, including this opinion as an exhibit or
otherwise.

                                 Very truly yours,

                                 /s/ Wilson Sonsini Goodrich & Rosati PC

                                 WILSON SONSINI GOODRICH & ROSATI,
                                 Professional Corporation