Mips Technologies Inc – IPO: ‘S-1’ on 4/21/98 – EX-5.1

As of:  Tuesday, 4/21/98   ·   Accession #:  929624-98-795   ·   File #:  333-50643

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Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)                 88    545K 
 2: EX-3.1      Certificate of Incorporation of the Registrant        12     43K 
 3: EX-3.2      By-Laws of the Registrant                             16     61K 
 4: EX-4.1      Form of Common Stock Certificate                       2      9K 
 5: EX-5.1      Opinion of Shearman & Sterling                         2     10K 
 6: EX-10.2     Form of Corporate Agreement                           24     90K 
 7: EX-10.3     Form of Management Services Agreement                 11     41K 
 8: EX-10.4     Form of Tax Sharing Agreement                         10     34K 
 9: EX-23.1     Consent of Ernst & Young LLP                           1      6K 
10: EX-27.1     Financial Data Schedule                                2      8K 

EX-5.1   —   Opinion of Shearman & Sterling

EX-5.1
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                                                                     EXHIBIT 5.1

Shearman & Sterling 
555 California Street 
San Francisco, California 94104 
(415) 616-1100  

          April 21, 1998

MIPS Technologies, Inc.                                                         
2011 North Shoreline Boulevard                                                  
Mountain View, California 94043                                                 

       We have acted as special counsel to MIPS Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the proposed offering           
(the"offering") of shares of the Company's common stock, par value $.01 per     
share (the "Shares"), by the Company and Silicon Graphics, Inc., as selling     
stockholder ("SGI"), as described in the Registration Statement on Form S-1 (the
"Registration Statement") filed by the Company with the Securities and Exchange 
Commission under the Securities act of 1933, as amended (the "Securities Act"). 
The Shares are to be sold to the public by the Company and SGI (the "Offering") 
pursuant to the terms of an Underwriting Agreement among the Company, SGI and   
the Underwriters named therein (the "Underwriting Agreement"), the form of which
will be filed as an exhibit to the Registration Statement.                      

 We have examined, and have relied upon as to maters of fact, such
documents, corporate records and other instruments as we have deemed necessary  
for the purposes of this opinion. Our opinion expressed herein is limited to the
General Corporation Law of the State of Delaware.                               

     Based upon the foregoing, we are of the opinion that the Shares to be
sold in the Offering by the Company and SGI (including Shares, if any,          
registered in a registration statement relating to the Offering filed by the    
Company pursuant to Rule 462(b) under the Securities Act), upon the approval and
effectiveness in accordance with the Delaware General Corporation Law of an     
amendment to the Company's Certificate of Incorporation providing for a         
sufficient number of authorized but unissued Shares, when issued and delivered  
in accordance with the terms of the Underwriting Agreement, will be duly        
authorized and will be validly issued, fully paid and nonassessable.            

EX-5.1
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MIPS Technologies, Inc.                2                        April 21, 1998  

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the heading      
"Legal Matters" in the Registration Statement. We hereby also consent to the    
incorporation by reference of this opinion and consent to a registration        
statement, if any, relating to the Offering filed by the Company pursuant to the
Rule 462(b) under the Securities Act. In giving this consent, we do not thereby 
concede that we come within the category of persons whose consent is required by
the Securities Act or the General Rules and Regulations promulgated thereunder. 

                     Very truly yours,

                       SHEARMAN & STERLING

Dates Referenced Herein

				Referenced-On Page
This ‘S-1’ Filing		Date		First		Last			Other Filings
		4/22/98							None on these Dates
Filed on:		4/21/98		1		2
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