Exhibit 5

              Opinion and Consent of Mary Simmons-Mothershed, Esq.


November 20, 1997

                                             Writer's Direct Line: (602)786-7381
                                        Writer's Direct Facsimile: (602)917-4112



Microchip Technology Incorporated
2355 West Chandler Boulevard
Chandler, Arizona 85224

Re:      Registration  Statement  on Form S-8 For Issuance of Common Stock Under
         the  Microchip  Technology  Incorporated  1993 Stock  Option  Plan (the
         "Stock Option Plan"), the Microchip  Technology  Incorporated  Employee
         Stock Purchase Plan (the "Purchase Plan") and the Microchip  Technology
         Incorporated   International   Employee   Stock   Purchase   Plan  (the
         "International Purchase Plan")

Gentlemen:

I refer  you to your  registration  on Form S-8 (the  "Registration  Statement")
under the Securities Act of 1933, as amended,  of (i) 2,000,000 shares of Common
Stock under the Stock Option Plan, (ii) 300,000 shares of Common Stock under the
Purchase  Plan and (iii) 10,000  shares of Common Stock under the  International
Purchase  Plan.  I advise you that,  in my  opinion,  when such shares have been
issued and sold pursuant to the applicable  provisions of the Stock Option Plan,
the Purchase Plan and the  International  Purchase Plan, and in accordance  with
the Registration Statement,  such shares will be validly issued,  fully-paid and
non-assessable shares of the Company's Common Stock, par value $.001 per share.

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

Sincerely yours,



/s/ Mary Simmons-Mothershed
Mary Simmons-Mothershed
Corporate Counsel
Microchip Technology Incorporated