Exhibit 5.1
May 29, 1997
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. 333-18441), 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 are to be sold pursuant to
an Underwriting Agreement (Common Stock) (the "Common Stock Underwriting
Agreement") and the Debt Securities are to be sold pursuant to an Underwriting
Agreement (Debt Securities) (the "Debt Securities Underwriting Agreement") or
an Underwriting Agreement (Convertible Debt Securities) (the "Convertible Debt
Securities Underwriting Agreement"), in substantially the respective forms
filed as exhibits to the Registration
Micron Technology, Inc.
May 29, 1997
Page 2
Statement. The Debt Securities are to be issued in the forms filed as an
exhibit 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 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 Debt Securities Underwriting Agreement or the Convertible Debt
Securities Underwriting 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 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 Debt Securities Underwriting
Agreement or the Convertible Debt Securities Underwriting 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 Common Stock
Underwriting 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:
Micron Technology, Inc.
May 29, 1997
Page 3
(a) limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium or other laws relating to or
affecting the rights of creditors generally; and
(b) 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, 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 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,
WILSON SONSINI GOODRICH & ROSATI,
Professional Corporation