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Exhibit 5
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HALE AND DORR LLP
60 STATE STREET
BOSTON, MA 02109
(617) 526-6000
March 10, 1998
Analog Devices, Inc.
One Technology Way
Norwood, MA 02062
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement"), to be filed with the
Securities and Exchange Commission, relating to an aggregate of 150,000 shares
of Common Stock, $.16 2/3 par value per share (the "Shares"), of Analog Devices,
Inc., issuable under the Analog Devices, Inc. 1994 Director Option Plan (the
"Plan").
We have examined the Restated Articles of Organization and the By-Laws of
the Registrant and all amendments thereto and the Plan and have examined and
relied on the originals, or copies certified to our satisfaction, of such
records of meetings of the directors of the Registrant, documents and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.
In examination of the foregoing documents, we have assumed (i) the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, (ii) the conformity to original documents of all documents
submitted to us as conformed or photostatic copies, and (iii) the authenticity
of the originals of such latter documents.
Based upon and subject to the foregoing, we are of the opinion that when
issued by the Registrant in the manner provided in the Plan, the Shares will be
duly 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,
HALE AND DORR LLP