EXHIBIT 5
[Letterhead of Gibson, Dunn & Crutcher LLP]
June 7,1999
Cadence Design Systems, Inc.
2655 Seely Avenue, Building 5
San Jose, CA 95134
Re: Post-Effective Amendment No. 1 Registration Statement on
Form S-8 to Form S-4 of Cadence Design Systems, Inc.
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Ladies and Gentlemen:
We refer to the post-effective amendment No. 1 to registration statement on
Form S-8 to Form S-4 ("Registration Statement"), under the Securities Act of
1933, as amended (the "Securities Act") filed by Cadence Design Systems, Inc., a
Delaware corporation (the "Company"), with respect to the proposed offering by
the Company of up to 3,725,168 shares (the "Shares") of the common stock of the
Company, $.01 par value per share (the "Common Stock"), subject to issuance by
the Company upon exercise of options granted under the Quickturn Design Systems,
Inc. 1988 Stock Option Plan, the Pi Design Systems, Inc. 1990 Stock Option Plan,
the Quickturn Design Systems, Inc. 1992 Key Executive Stock Option Plan, the
Quickturn Design Systems, Inc. 1993 Employee Qualified Stock Purchase Plan, the
Quickturn Design Systems, Inc. 1996 Supplemental Stock Plan, as amended, the
Quickturn Design Systems, Inc. 1997 Stock Option Plan, as amended, the Quickturn
Design Systems, Inc. 1994 Outside Director Stock Option Plan, and the SpeedSim,
Inc. 1995 Incentive and Nonqualified Stock Option Plan (the "Plans") assumed by
the Company pursuant to the terms of the Agreement and Plan of Merger, dated as
of December 8, 1998 among the Company, CDSI Acquisition, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company, and Quickturn Design
Systems, Inc., a Delaware corporation.
We have examined the originals or certified copies of such corporate
records, certificates of officers of the Company and/or public officials and
such other documents and have made such other factual and legal investigations
as we have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as conformed or
photostatic copies and the authenticity of the originals of such copies.
Based on our examination mentioned above, subject to the assumptions stated
above and relying on the statements of fact contained in the documents that we
have examined, we are of the opinion that (i) the issuance by the Company of the
Shares has been duly authorized and (ii) when issued in accordance with the
terms of the Plans, the Shares will be duly and validly issued, fully paid and
non-assessable shares of Common Stock.
We are admitted to practice in the State of California, and are not
admitted to practice in the State of Delaware. However, for the limited purposes
of our opinion set forth above, we are generally familiar with the General
Corporation Law of the State of Delaware (the "DGCL") as presently in effect and
have made such inquiries as we consider necessary to render this opinion with
respect to a Delaware corporation. This opinion letter is limited to the laws of
the State of California and, to the limited extent set forth above, the DGCL, as
such laws presently exist and to the facts as they presently exist. We express
no opinion with respect to the effect or applicability of the laws of any other
jurisdiction. We assume no obligation to revise or supplement this opinion
letter should the laws of such jurisdictions be changed after the date hereof by
legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP