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