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                                                                     EXHIBIT 5.1





                                  October 20, 1994



Intel Corporation
Intel Overseas Corporation
2200 Mission College Boulevard
Santa Clara, California 95052-8119


Ladies and Gentlemen:

  This opinion is being delivered in connection with the proposed issuance and
sale by Intel Corporation ("Intel") of (a) shares of its common stock, $0.001
par value ("Common Stock"), (b) shares of its preferred stock, $.001 par value
("Preferred Stock"), in one or more series, (c) depository shares evidenced by
depository receipts, each representing fractional interests in Preferred Stock
("Depositary Shares"), (d) debt securities of Intel ("Intel Debt Securities"),
(e) options, warrants and other rights to purchase shares of Common Stock
("Common Stock Warrants") or shares of Preferred Stock ("Preferred Stock
Warrants"), (f) options, warrants and other rights to purchase shares of
capital stock or debt of another corporation or entity ("Third Party
Warrants"), (g) options, warrants and other rights to purchase Debt Securities
("Debt Warrants"), (h) options, warrants and other rights issued by Intel
entitling the holders thereof to receive, upon exercise, the cash value in U.S.
dollars of the right to purchase or sell an amount of non-U.S. currency or
currencies for a specified amount of U.S.  dollars, such value to be based on
the exchange rate prevailing at the time of payment of the U.S. dollar either
as compared to a specified non-U.S. currency or currency unit or as determined
by reference to an index of specified currencies or currency units ("Currency
Warrants"), (i) options, warrants and other rights issued by Intel entitling
the holders thereof to receive, upon exercise, an amount in cash determined by
reference to decreases, increases or other measurements in the level of a
specified stock index which may be based on U.S. or foreign stocks or a
combination thereof ("Stock Index Warrants"), (j) options, warrants or other
rights relating to other items or indices ("Other Warrants") and (k) debt 
securities of Intel Overseas Corporation ("Intel Overseas") ("Overseas Debt
Securities"), unconditionally guaranteed by Intel ("Guarantees")(the Common
Stock, Preferred


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Intel Corporation
Intel Overseas Corporation
October 20, 1994
Page 2

Stock, Depositary Shares, Intel Debt Securities, Common Stock Warrants,
Preferred Stock Warrants, Third Party Warrants, Debt Warrants, Currency
Warrants, Stock Index Warrants, Other Warrants, Guarantees and Overseas Debt
Securities, collectively, the "Securities"), having an aggregate initial public
offering price of up to U.S. $1,000,000 or the equivalent thereof.  The
Securities are to be issued pursuant to a Registration Statement on Form S-3
("Registration Statement") filed by Intel and Intel Overseas with the
Securities and Exchange Commission on October 20, 1994 under the Securities Act
of 1933.

  We are familiar with proceedings to date by Intel and Intel Overseas with
respect to the issuance and sale of the Securities and have examined such
records, documents and matters of law as we have deemed necessary for purposes
of this opinion.

  Based upon the foregoing, we are of the opinion that:

  1. Intel is a corporation duly organized and validly existing under the laws
of the State of Delaware.

  2. Intel Overseas is a corporation duly organized and validly existing under
the laws of the State of California.

  3. The Common Stock, when issued, sold and delivered in the manner and for
the consideration stated in the Registration Statement, and any prospectus
supplement relating thereto, will be duly and validly issued, fully paid and
nonassessable.

  4. When (a) the terms of any particular series of Preferred Stock have been
established in accordance with the resolutions of Intel's Board of Directors
authorizing the issuance and sale of Preferred Stock, (b) a statement of
designation conforming to the Delaware General Corporation Law regarding the
Preferred Stock has been filed with the Secretary of State of the State of
Delaware and (c) the Preferred Stock has been issued, sold and delivered in 
the manner and for the consideration stated in the Registration Statement, 
and any prospectus supplement relating thereto, and in accordance with the 
terms of the particular series as established by Intel's Board of Directors, 
the Preferred Stock will be duly and validly issued, fully paid and 
nonassessable.

  5. When (a) the terms of any particular series of Preferred Stock have been
established in accordance with the resolutions of Intel's Board of Directors
authorizing the issuance and sale of Preferred Stock, (b) a statement of
designation conforming to the Delaware General Corporation Law regarding the
Preferred Stock has been filed with the Secretary





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Intel Corporation
Intel Overseas Corporation
October 20, 1994
Page 3


of State of the State of Delaware, (c) the Preferred Stock has been deposited
with a bank or trust company (which meets the requirements set forth in the
Registration Statement) under one or more deposit agreements, substantially in
the form of the form of Deposit Agreement filed as Exhibit 4.8 to Intel and
Intel Overseas Registration Statement on Form S-3 (No. 33-58964) filed on March
2, 1993 (the "1993 Registration Statement"), which have been duly authorized
and validly executed and (d) Depository Shares, evidenced by depository
receipts, are issued, sold and delivered in the manner and for the
consideration stated in the Registration Statement, and any prospectus
supplement relating thereto, and in accordance with the appropriate depository
agreements, the Depository Shares will be duly and validly issued, fully paid
and nonassessable.

  6. When (a) one or more indentures (incorporating the form of Intel
Corporation Standard Indenture Provisions, filed as Exhibit 4.2 to the
Registration Statement) under which the Intel Debt Securities will be issued
have been duly executed and delivered, (b) the terms of the Intel Debt
Securities have been established in accordance with the appropriate indenture
and the resolutions of Intel's Board of Directors authorizing the creation,
issuance and sale of the Intel Debt Securities, (c) the Intel Debt Securities
have been executed and authenticated in accordance with the terms of the
appropriate indenture and (d) the Intel Debt Securities have been issued, sold
and delivered in the manner and for the consideration stated in the
Registration Statement, any prospectus supplement relating thereto, and the
appropriate indenture, the Intel Debt Securities will be legal, valid and
binding obligations of Intel, enforceable against Intel in accordance with
their terms, except that enforcement thereof may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting generally the
enforcement of creditors' rights and by equitable principles of general
application (whether applied at law or in equity).

  7. When (a) one or more agreements (incorporating the form of Intel
Corporation Standard Stock Warrant Provisions, filed as Exhibit 4.6 to the 1993
Registration Statement) under which the Common Stock Warrants and/or Preferred
Stock Warrants (collectively the "Stock Warrants") will be issued have been
duly executed and delivered by Intel and a warrant agent, (b) the terms of the
Stock Warrants have been established in accordance with the appropriate
agreement and the resolutions of Intel's Board of Directors authorizing the
issuance and sale of the Stock Warrants, (c) the Stock Warrant certificates
have been executed and authenticated in accordance with the terms of the
appropriate agreement and (d) the Stock Warrants have been





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Intel Corporation
Intel Overseas Corporation
October 20, 1994
Page 4


issued, sold and delivered in the manner and for the consideration stated in
the Registration Statement, any prospectus supplement relating thereto and the
appropriate agreement, the Stock Warrants will be legal, valid and binding
obligations of Intel, enforceable against Intel in accordance with their terms,
except as may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting generally the enforcement of creditors' rights and by
equitable principles of general application (whether applied at law or in
equity).

  8. When (a) one or more agreements (incorporating the form of Intel
Corporation Standard Stock Warrant Provisions, filed as Exhibit 4.6 to the 1993
Registration Statement) or other provisions set forth in the Third Party
Warrant Agreement which will be filed as an exhibit to or incorporated by
reference in the Registration Statement under which the Third Party Warrants
will be issued have been duly executed and delivered by Intel and a warrant
agent, (b) the terms of the Third Party Warrants have been established in
accordance with the appropriate Third Party Warrant Agreement and the
resolutions of Intel's Board of Directors authorizing the issuance and sale of
the Third Party Warrants, (c) the Third Party Warrant certificates have been
executed and authenticated in accordance with the terms of the appropriate
agreement and (d) the Third Party Warrants have been issued, sold and delivered
in the manner and for the consideration stated in the Registration Statement,
any prospectus supplement relating thereto and the appropriate agreement, the
Third Party Warrants will be legal, valid and binding obligations of Intel,
enforceable against Intel in accordance with their terms, except as may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting generally the enforcement of creditors' rights and by equitable
principles of general application (whether applied at law or in equity).

  9. When (a) one or more agreements (incorporating the form of Intel
Corporation Form of Currency Warrant Agreement, including warrant certificates,
filed as an exhibit to the Intel Corporation Registration Statement on Form S-3
(filed in February 1988) under which the Currency Warrants will be issued have
been duly executed and delivered by Intel and a warrant agent, (b) the terms of
the Currency Warrants have been established in accordance with the appropriate
agreement and the resolutions of Intel's Board of Directors authorizing the
issuance and sale of the Currency Warrants, (c) the Currency Warrant
certificates have been executed and authenticated in accordance with the terms
of the appropriate agreement and (d) the Currency Warrants have been issued,
sold and delivered in the manner and for the consideration stated in the





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Intel Corporation
Intel Overseas Corporation
October 20, 1994
Page 5


Registration Statement, any prospectus supplement relating thereto and the
appropriate agreement, the Currency Warrants will be legal, valid and binding
obligations of Intel, enforceable against Intel in accordance with their terms,
except as may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting generally the enforcement of creditors' rights and by
equitable principles of general application (whether applied at law or in
equity).

  10.  When (a) one or more agreements (incorporating the form of Intel
Corporation Stock Index Warrant Agreement, including form of warrant, filed as
Exhibit 4.1 to the Intel's Registration Statement on Form S-3 (File No.
33-20117) filed on November 4, 1992) under which the Stock Index Warrants will
be issued have been duly executed and delivered by Intel and a warrant agent,
(b) the terms of the Stock Index Warrants have been established in accordance
with the appropriate agreement and the resolutions of Intel's Board of
Directors authorizing the issuance and sale of the Stock Index Warrants, (c)
the Stock Index Warrant certificates have been executed and authenticated in
accordance with the terms of the appropriate agreement and (d) the Stock Index
Warrants have been issued, sold and delivered in the manner and for the
consideration stated in the Registration Statement, any prospectus supplement
relating thereto and the appropriate agreement, the Stock Index Warrants will
be legal, valid and binding obligations of Intel, enforceable against Intel in
accordance with their terms, except as may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting generally the
enforcement of creditors' rights and by equitable principles of general
application (whether applied at law or in equity).

  11.  When (a) one or more agreements (incorporating the form of Other Warrant
Agreement, including form of warrant, which will be filed as an exhibit to or
incorporated by reference in the Registration Statement) under which the Other
Warrants will be issued have been duly executed and delivered by Intel and a
warrant agent, (b) the terms of the Other Warrants have been established in
accordance with the appropriate agreement and the resolutions of Intel's Board
of Directors authorizing the issuance and sale of the Other Warrants, (c) the
Other Warrant certificates have been executed and authenticated in accordance
with the terms of the appropriate agreement and (d) the Other Warrants have
been issued, sold and delivered in the manner and for the consideration stated
in the Registration Statement, any prospectus supplement relating thereto and
the appropriate agreement, the Other Warrants will be legal, valid and binding
obligations of Intel, enforceable against Intel in accordance with their terms,
except as may be limited by





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Intel Corporation
Intel Overseas Corporation
October 20, 1994
Page 6


bankruptcy, insolvency, reorganization or other similar laws affecting
generally the enforcement of creditors' rights and by equitable principles of
general application (whether applied at law or in equity).

  12.  When (a) one or more agreements (incorporating the form of Intel
Corporation Standard Debt Securities Warrant Provisions, filed as Exhibit 4.7
to the 1993 Registration Statement) under which the Debt Warrants will be
issued have been duly executed and delivered by Intel and a warrant agent, (b)
the terms of the Debt Warrants have been established in accordance with the
appropriate agreement and the resolutions of Intel's Board of Directors
authorizing the issuance and sale of the Debt Warrants, (c) the Debt Warrant
certificates have been executed and authenticated in accordance with the terms
of the appropriate agreement and (d) the Debt Warrants have been issued, sold
and delivered in the manner and for the consideration stated in the
Registration Statement, any prospectus supplement relating thereto and the
appropriate agreement, the Debt Warrants will be legal, valid and binding
obligations of Intel, enforceable against Intel in accordance with their terms,
except as may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting generally the enforcement of creditors' rights and by
equitable principles of general application (whether applied at law or in
equity).

  13.  When (a) one or more indentures (incorporating the form of Intel
Overseas Corporation Standard Indenture Provisions, filed as Exhibit 4.4 to
the Registration Statement) under which the Overseas Debt Securities will be
issued have been duly executed and delivered, (b) the terms of the Overseas
Debt Securities have been established in accordance with the appropriate
indenture and the resolutions of the Intel Overseas' Board of Directors
authorizing the creation, issuance and sale of the Overseas Debt Securities and
Intel's Board of Directors authorizing the Guarantee of the Overseas Debt
Securities as provided in the appropriate indenture, (c) the Overseas Debt
Securities have been executed and authenticated in accordance with the terms of
the appropriate indenture and (d) the Overseas Debt Securities have been
issued, sold and delivered in the manner and for the consideration stated in
the Registration Statement, any prospectus supplement relating thereto, and the
appropriate indenture, the Overseas Debt Securities and the Guarantee will be
legal, valid and binding obligations of Intel Overseas and Intel, respectively,
enforceable against Intel Overseas and Intel in accordance with their terms,
except that enforcement thereof may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting generally the





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Intel Corporation
Interl Overseas Corporation
October 20, 1994
Page 7


enforcement of creditors' rights and by equitable principles of general
application (whether applied at law or in equity).

  In connection with our opinions expressed above, we have assumed that, at or
prior to the time of the delivery of any such Security, the Registration
Statement has been declared effective, that the authorization of the Securities
will be applicable to such Security, will not have been modified or rescinded
and there will not have occurred any change in law affecting the validity or
enforceability of such Security.  We have also assumed that none of the terms
of any Security to be established subsequent to the date hereof nor the
issuance and delivery of such Security, nor the compliance by Intel or Intel
Overseas with the terms of such Security, will violate any applicable law or
will result in a violation of any provision of any instrument or agreement then
binding upon Intel or Intel Overseas, or any restriction imposed by any court
or governmental body having jurisdiction over Intel or Intel Overseas.

  We are members of the Bar of the State of California and the foregoing
opinion is limited to the laws of the State of California, the federal laws of
the United States of America and the General Corporation Law of the State of
Delaware.

  We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Registration Statement
referred to above.  We also consent to the use of our name in the related
prospectus and prospectus supplement under the heading "Legal Matters."


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                                              PILLSBURY MADISON & SUTRO