Exhibit 5.1
[CLEARY, GOTTLIEB, STEEN & HAMILTON LETTERHEAD]
Writer's Direct Dial: (212) 225-2370
May 1, 2002
Synopsys, Inc.
700 East Middlefield Road
Mountain View, California 94043
Re: Synopsys, Inc. Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Synopsys, Inc., a Delaware
corporation (the "Company"), in connection with the registration statement on
Form S-4 (No. 333-75638), as amended (the "Registration Statement") filed with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), for the registration of shares
of the Company's Common Stock, par value $0.01 per share (the "Securities"), and
related preferred stock purchase rights (the "Rights") to be issued pursuant to
the Rights Agreement (the "Rights Agreement") dated as of November 24, 1999
between the Company and the Rights Agent named therein, that may be issued in
connection with the merger of Avant! Corporation, a Delaware corporation
("Avant!"), with and into a wholly-owned subsidiary of the Company, as described
in the Registration Statement.
We have participated in the preparation of the Registration
Statement and have reviewed the originals or copies certified or otherwise
identified to our satisfaction of all such corporate records of the Company and
such other instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinions
expressed below.
Synopsys, Inc., p. 2
In arriving at the opinions expressed below, we have assumed
the authenticity of all documents submitted to us as originals and the
conformity to the originals of all documents submitted to us as copies. In
addition, we have assumed and have not verified the accuracy as to factual
matters of each document we have reviewed.
Based on the foregoing, it is our opinion that:
(1) the Securities have been duly authorized and, when the
Registration Statement has become effective under the Act
and the Securities have been duly executed, countersigned
and issued in exchange for shares of common stock of
Avant! as contemplated in the Registration Statement, the
securities will be validly issued, fully paid and
non-assessable; and
(2) assuming that the Rights Agreement has been duly
authorized, executed and delivered by the Rights Agent,
when the Registration Statement has become effective under
the Act, the Securities have been duly executed,
countersigned and issued in exchange for shares of common
stock of Avant! as contemplated in the Registration
Statement, and the Rights have been issued in conformity
with the Rights Agreement, the Rights associated with the
Securities will be validly issued.
The foregoing opinion is limited to the Federal laws of the
United States and the General Corporation Law of the State of Delaware
(including the applicable provisions of the Delaware Constitution and reported
judicial decisions interpreting that Law).
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to this firm under the
heading "Legal Matters" in the Registration Statement and the related prospectus
included in the Registration Statement. In giving such consent, we do not
thereby admit that we are "experts" within the meaning of the Act or the rules
and regulations of the Securities and Exchange Commission issued thereunder with
respect to any part of the Registration Statement, including this exhibit.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By /s/ Victor I. Lewkow
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Victor I. Lewkow, a partner