SHEARMAN & STERLING
                              599 Lexington Avenue
                               New York, NY 10022

                               September 25, 2002


MIPS Technologies, Inc.
1225 Charleston Road
Mountain View, CA 94043


Ladies and Gentlemen:

         We have acted as counsel to MIPS Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") of the Company to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the 1,764,493 shares of Class A common
stock, par value $0.001 per share, of the Company (the "Shares"), to be issued
from time to time pursuant to the Company's 1998 Long-Term Incentive Plan, as
amended and Employee Stock Purchase Plan, as amended (the "Plans").

         In so acting, we have examined the Registration Statement and we have
also examined and relied as to factual matters upon the representations and
warranties contained in originals, or copies certified or otherwise identified
to our satisfaction, of such documents, records, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and instruments submitted to us as originals and the conformity with originals
of all documents submitted to us as copies.

         The opinion expressed below is limited to the General Corporation Law
of the State of Delaware, and we do not express any opinion herein concerning
any other law.

         Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized by the Company and, when (a) issued and delivered by
the Company in accordance with the terms of the relevant Plans and (b) paid for
in full in accordance with the terms of the relevant Plans, the Shares will be
validly issued, fully paid and non-assessable.






         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.


                                                    Very truly yours,



                                                    /s/ Shearman & Sterling
                                                    -----------------------
                                                    SHEARMAN & STERLING