[LETTERHEAD]



November 12, 1996




Cadence Design Systems, Inc.
2655 Seely Road
Building 5, M55B2
San Jose, California  95134

RE:  CADENCE DESIGN SYSTEMS, INC.

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in
connection with the filing by Cadence Design Systems, Inc. (the
"Company") of a Registration Statement on Form S-4 (the
"Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 3,161,436 shares of the
Company's Common Stock (the "Shares"), with a par value of $0.01. 
Defined terms used herein shall have the meanings attributed to
such terms in the Registration Statement unless otherwise stated
herein. 

In connection with this opinion, we have examined the
Registration Statement, the Company's Certificate of
Incorporation and Bylaws, as amended, and such other documents,
records, certificates, memoranda and other instruments as we deem
necessary as a basis for this opinion.  We have assumed the
genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted
to us as copies thereof, and the due execution and delivery of
all documents where due execution and delivery are a prerequisite
to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of
the opinion that the Shares, when sold and issued in accordance
with the Registration Statement, will be validly issued, fully
paid, and nonassessable.





Cadence Design Systems, Inc.
November 12, 1996
Page 2



We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Prospectus included in the
Registration Statement.


Very truly yours,

Cooley Godward LLP


/s/ Julia L. Davidson

Julia L. Davidson


cc:  Alan C. Mendelson, Esq.