EXHIBIT 5.1
                                                                     -----------

                 [WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]

                                April 28, 1996



OPTi Inc.
888 Tasman Drive
Milpitas, CA  95035

     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 April 29, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 150,000 shares of your Common Stock (the
"Shares") reserved for issuance under the 1996 Employee Stock Purchase Plan (the
"Plan").  As your counsel, we have examined and are familiar with the
proceedings taken by you in connection with the issuance of the Shares under the
Plan.

     It is our opinion that, when issued in the manner referred to in the Plan,
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 appearing in the
Registration Statement, and in any prospectus used in connection with the sale
of the Shares.

                                Very truly yours,

                                WILSON, SONSINI, GOODRICH & ROSATI
                                Professional Corporation