Exhibit 5.1
April 7, 2000
Micron Technology, Inc.
8000 S. Federal Way
Boise, Idaho 83707
Re: Micron Technology, Inc. -- Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
(No. 333-33050), including Amendment No. 1 thereto (the "Registration
Statement"), filed or to be filed by Micron Technology, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission in
connection with the registration pursuant to the Securities Act of 1933, as
amended (the "Act"), of the Company's debt securities (the "Debt Securities")
and shares of the Company's Common Stock, $0.10 par value per share (the "Common
Stock"), with an aggregate offering price of up to $1,000,000,000 or the
equivalent thereof in one or more foreign currencies or composite currencies.
The Debt Securities and the Common Stock are to be sold from time to time
as set forth in the Registration Statement, the Prospectus contained therein
(the "Prospectus") and the supplements to the Prospectus (the "Prospectus
Supplements"). The Debt Securities may be either senior debt securities (the
"Senior Debt Securities") or subordinated debt securities (the "Subordinated
Debt Securities"). The Senior Debt Securities are to be issued pursuant to a
Senior Indenture, which has been filed as an exhibit to the Registration
Statement (the "Senior Indenture"), to be entered into between the Company and
Norwest Bank Minnesota, National Association, as Trustee (the "Senior Trustee").
The Subordinated Debt Securities are to be issued pursuant to a Subordinated
Indenture, which has been filed as an exhibit to the Registration Statement (the
"Subordinated Indenture"), to be entered into between the Company and Norwest
Bank Minnesota, National Association, as Trustee (the "Subordinated Trustee").
The shares of Common Stock and the Debt Securities are to be sold pursuant to an
Underwriting Agreement (the "Underwriting Agreement") under a Current Report on
Form 8-K. The Debt Securities are to be issued in the forms set forth in the
Indentures filed as exhibits to the Registration Statement.
We have examined instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed (a) the authenticity of original documents and
the genuineness of all signatures, (b) the conformity to the originals of all
documents submitted to us as copies and (c) the truth, accuracy, and
completeness of the information, representations and warranties contained in the
records, documents, instruments and certificates we have reviewed.
Based on such examination, we are of the opinion that:
1. When the issuance of Senior Debt Securities has been duly authorized by
appropriate corporate action and the Senior Debt Securities, in the form set
forth in the Subordinated Indenture filed as an exhibit to the Registration
Statement, have been duly completed, executed, authenticated and delivered
in accordance with the Senior Indenture and sold pursuant to the applicable
definitive purchase, underwriting or similar agreement and as described in
the Registration Statement, any amendment thereto, the Prospectus and any
Prospectus Supplement relating thereto, the Senior Debt Securities will be
legal, valid and binding obligations of the Company, entitled to the
benefits of the Senior Indenture.
2. When the issuance of Subordinated Debt Securities has been duly authorized
by appropriate corporate action and the Subordinated Debt Securities, in the
form set forth in the Subordinated Indenture filed as an exhibit to the
Registration Statement, have been duly completed, executed, authenticated
and delivered in accordance with the Subordinated Indenture and sold
pursuant to the applicable definitive purchase, underwriting or similar
agreement and as described in the Registration Statement, any amendment
thereto, the Prospectus and any Prospectus Supplement relating thereto, the
Subordinated Debt Securities will be legal, valid and binding obligations of
the Company, entitled to the benefits of the Subordinated Indenture.
3. When the issuance of the shares of Common Stock has been duly authorized by
appropriate corporate action and the shares of Common Stock have been duly
issued, sold and delivered in accordance with the applicable definitive
purchase, underwriting or similar agreement and as described in the
Registration Statement, any amendment thereto, the Prospectus and the
Prospectus Supplement relating thereto, the shares of Common Stock will be
legally issued, fully paid and nonassessable.
Our opinion that any document is legal, valid and binding is qualified as
to:
(a) limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium or other laws relating to or
affecting the rights of creditors generally;
(b) rights to indemnification and contribution which may be limited by
applicable law or equitable principles; and
(c) general principles of equity, including without limitation concepts of
materiality, reasonableness, good faith and fair dealing, and the possible
unavailability of specific performance or injunctive relief, and limitations on
rights of acceleration, regardless of whether such enforceability is considered
in a proceeding in equity or at law.
We hereby consent to the filing of this opinion as an exhibit to the above-
referenced Registration Statement and to the use of our name wherever it appears
in the Registration Statement, the Prospectus, the Prospectus Supplement, and in
any amendment or supplement thereto. In giving such consent, we do not believe
that we are "experts" within the meaning of such term as used in the
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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 opinion as an exhibit or otherwise.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
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WILSON SONSINI GOODRICH & ROSATI,
Professional Corporation
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