November 13, 1998

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 1997 Nonstatutory Stock
            Option Plan (the "Plan")

Gentlemen:

I refer  you to your  registration  on Form S-8 (the  "Registration  Statement")
under the  Securities  Act of 1933,  as amended,  of 2,000,000  shares of Common
Stock under the Plan.  I advise you that,  in my opinion,  when such shares have
been issued and sold pursuant to the  applicable  provisions of the 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 K. Simmons
- ---------------------------------
Mary K. Simmons, Esq.
Corporate Counsel
Microchip Technology Incorporated