EXHIBIT 5.1


April 1, 1999


C-Cube Microsystems Inc.
1778 McCarthy Blvd.
Milpitas, California 95035

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 March 26,
1999 (the "Registration Statement") in connection with the registration
under the Securities Act of 1933, as amended, of 382,611 shares of your
Common Stock reserved for issuance under the 1998 Employee Stock Purchase
Plan and 1,530,444 additional shares of Common Stock reserved for issuance
under the 1994 Employee Stock Plan (collectively, the "Plans"). As your
legal counsel, we have examined the proceedings taken and are familiar with
the proceedings proposed to be taken by you in connection with the sale and
issuance of such Common Stock under the Plans.

     It is our opinion that, when issued and sold in the respective
manners referred to in the Plans and pursuant to the agreements which
accompany the Plans, the Common Stock issued and sold thereby 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, including any amendments thereto.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

/s/ Wilson Sonsini Goodrich & Rosati