Opinion Letter for S-3 Registered Securities – Analog Devices Inc.

WilmerHale

+1 617 526 6000 (t)
+1 617 526 5000 (f)
wilmerhale.com

March 30, 2011

Analog Devices, Inc.
One Technology Way
Norwood, Massachusetts 02062

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel for Analog Devices, Inc., a Massachusetts
corporation (the “Company”), in connection with the offer and sale of
$375,000,000 aggregate principal amount of its 3.00% Notes due 2016 (the “Debt
Securities”), pursuant to an underwriting agreement dated as of March 30, 2011
(the “Underwriting Agreement”), between the Company and Credit Suisse Securities
(USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representatives of the several underwriters named in the Underwriting Agreement.
The Debt Securities will be issued pursuant to an indenture dated as of June 30,
2009 between the Company and The Bank of New York Mellon Trust Company, N.A.
(the “Trustee”), as supplemented by the supplemental indenture to be dated as of
April 4, 2011 (the “Indenture”).

As such counsel, we have assisted in the preparation and filing with the
Securities and Exchange Commission (the “Commission”) of the Company’s
prospectus supplement dated March 30, 2011 (the “Prospectus Supplement”) to the
prospectus dated June 25, 2009 (the “Base Prospectus”), each relating to the
registration statement on Form S-3 (File No. 333-160215) (the “Registration
Statement”) filed by the Company with the Commission on June 25, 2009.

We have examined and relied upon corporate or other proceedings of the
Company regarding (i) the authorization of the execution and delivery of the
Indenture, the Underwriting Agreement and the issuance of the Debt Securities,
(ii) the Registration Statement, (iii) the Base Prospectus, (iv) the Prospectus
Supplement, (v) the Underwriting Agreement and (vi) the Indenture. We have also
examined and relied upon originals or copies, certified or otherwise identified
to our satisfaction, of such other corporate records of the Company, such other
agreements and instruments, certificates of public officials, officers of the
Company and other persons, and such other documents, instruments and
certificates as we have deemed necessary as a basis for the opinions hereinafter
expressed.

Wilmer Cutler Pickering Hale and Dorr llp, 60 State Street,
Boston, Massachusetts 02109
Beijing Berlin Boston Brussels Frankfurt London Los Angeles New York Oxford Palo
Alto Waltham Washington

Analog Devices, Inc.
March 30, 2011
Page 2

In our examination of the documents referred to above, we have assumed the
genuineness of all signatures, the legal capacity of all individual signatories,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as copies, the
authenticity of such original documents, and the completeness and accuracy of
the corporate records of the Company provided to us by the Company. Insofar as
this opinion relates to factual matters, we have assumed with your permission
without independent investigation that the statements of the Company contained
in the Registration Statement are true and correct as to all factual matters
stated therein.

In rendering the opinions set forth below, we have assumed that (i) the
Trustee has the power, corporate or other, to enter into and perform its
obligations under the Indenture, (ii) the Indenture will be a valid and binding
obligation of the Trustee, and (iii) the Trustee shall have been qualified under
the Trust Indenture Act of 1939, as amended. We have also assumed the due
authentication of the Debt Securities by the Trustee, that there will not have
occurred, prior to the date of issuance of the Debt Securities, any change in
law affecting the validity or enforceability of such Debt Securities and that at
the time of the issuance and sale of the Debt Securities, the Board of Directors
of the Company (or any committee thereof acting pursuant to authority properly
delegated to such committee by the Board of Directors) has not taken any action
to rescind or otherwise reduce its prior authorization of the issuance of the
Debt Securities.

We express no opinion herein as to the laws of any jurisdiction other than
the state laws of the Commonwealth of Massachusetts, the state laws of the State
of New York and the federal laws of the United States of America.

We have assumed for purposes of our opinions below that no authorization,
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or (to the extent the same is required under any
agreement or document binding on it of which an addressee has knowledge, has
received notice or has reason to know) any other third party is required for the
due execution, delivery or performance by the Company of the Indenture or the
Debt Securities or, if any such authorization, approval, consent, action, notice
or filing is required, it will have been duly obtained, taken, given or made and
will be in full force and effect.

Our opinions below are qualified to the extent that they may be subject to or
affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium,
usury, fraudulent conveyance or similar laws relating to or affecting the rights
or remedies of creditors generally, (ii) statutory or decisional law concerning
recourse by creditors to security in the absence of notice or hearing, (iii)
duties and standards imposed on

Analog Devices, Inc.
March 30, 2011
Page 3

creditors and parties to contracts, including, without limitation,
requirements of materiality, good faith, reasonableness and fair dealing, and
(iv) general equitable principles. Furthermore, we express no opinion as to the
availability of any equitable or specific remedy upon any breach of the
Indenture or the Debt Securities, or to the successful assertion of any
equitable defenses, inasmuch as the availability of such remedies or the success
of any equitable defenses may be subject to the discretion of a court. We also
express no opinion herein with respect to compliance by the Company with the
securities or “blue sky” laws of any state or other jurisdiction of the United
States or of any foreign jurisdiction. In addition, we express no opinion and
make no statement herein with respect to the antifraud laws of any jurisdiction.

On the basis of, and subject to, the foregoing, we are of the opinion that
when the Debt Securities have been duly executed by the Company, and duly
authenticated by the Trustee in accordance with the terms of the Indenture, and
delivered to the purchasers thereof against payment of the consideration
therefor duly approved by the Company, and subject to the final terms of the
Debt Securities complying with then applicable law, not resulting in a default
under or a breach of any agreement or instrument binding upon the Company and
complying with any requirement or restriction imposed by any court or
governmental entity having jurisdiction over the Company, the Debt Securities
will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms.

Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions and is rendered as of the date hereof, and we disclaim any obligation
to advise you of any change in any of the foregoing sources of law or subsequent
developments in law or changes in facts or circumstances that might affect any
matters or opinions set forth herein.

We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Company’s Current Report on Form 8-K to be filed on or about
March 31, 2011, which Form 8-K will be incorporated by reference into the
Registration Statement, and to the use of our name therein and in the related
Base Prospectus, Preliminary Prospectus Supplement and Prospectus Supplement
under the caption “Legal Matters.” In giving such consent, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Commission.

Very truly yours,
WILMER CUTLER PICKERING HALE AND DORR LLP
By:		/s/ Mark G. Borden
		Mark G. Borden, a Partner