EXHIBIT 5.1

                                 [letterhead]


                               September 13, 1996



Xilinx, Inc.
2100 Logic Drive
San Jose, CA   95124

     RE:  REGISTRATION STATEMENT ON FORM S-8
          ----------------------------------

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about September 13, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 3,760,000 shares of your
Common Stock (the "Shares") reserved for issuance under the 1988 Stock Option
Plan and the 1990 Employee Qualified Stock Purchase Plan  (collectively, the
"Plans").  As legal counsel for Xilinx, Inc., we have examined the proceedings
taken and are familiar with the proceedings proposed to be taken by you in
connection with the sale and issuance of the Shares under the Plans.

     It is our opinion that, when issued and sold in the manner referred to in
the Plans and pursuant to the agreement which accompanies each grant under the
Plans, the Shares will be legally and validly issued, fully paid and
nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and any amendments thereto.

     Very truly yours,

     WILSON, SONSINI, GOODRICH & ROSATI
     Professional Corporation


     /s/ Wilson, Sonsini, Goodrich & Rosati