WilmerHale<\/p>\n
+1 617 526 6000 (t)
\n+1 617 526 5000 (f)
\nwilmerhale.com<\/p>\n
March 30, 2011<\/p>\n
Analog Devices, Inc.
\nOne Technology Way
\nNorwood, Massachusetts 02062<\/p>\n
Re: Registration Statement on Form S-3<\/u><\/p>\n
Ladies and Gentlemen:<\/p>\n
We have acted as counsel for Analog Devices, Inc., a Massachusetts
\ncorporation (the “Company”), in connection with the offer and sale of
\n$375,000,000 aggregate principal amount of its 3.00% Notes due 2016 (the “Debt
\nSecurities”), pursuant to an underwriting agreement dated as of March 30, 2011
\n(the “Underwriting Agreement”), between the Company and Credit Suisse Securities
\n(USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
\nrepresentatives of the several underwriters named in the Underwriting Agreement.
\nThe Debt Securities will be issued pursuant to an indenture dated as of June 30,
\n2009 between the Company and The Bank of New York Mellon Trust Company, N.A.
\n(the “Trustee”), as supplemented by the supplemental indenture to be dated as of
\nApril 4, 2011 (the “Indenture”).<\/p>\n
As such counsel, we have assisted in the preparation and filing with the
\nSecurities and Exchange Commission (the “Commission”) of the Company’s
\nprospectus supplement dated March 30, 2011 (the “Prospectus Supplement”) to the
\nprospectus dated June 25, 2009 (the “Base Prospectus”), each relating to the
\nregistration statement on Form S-3 (File No. 333-160215) (the “Registration
\nStatement”) filed by the Company with the Commission on June 25, 2009.<\/p>\n
We have examined and relied upon corporate or other proceedings of the
\nCompany regarding (i) the authorization of the execution and delivery of the
\nIndenture, the Underwriting Agreement and the issuance of the Debt Securities,
\n(ii) the Registration Statement, (iii) the Base Prospectus, (iv) the Prospectus
\nSupplement, (v) the Underwriting Agreement and (vi) the Indenture. We have also
\nexamined and relied upon originals or copies, certified or otherwise identified
\nto our satisfaction, of such other corporate records of the Company, such other
\nagreements and instruments, certificates of public officials, officers of the
\nCompany and other persons, and such other documents, instruments and
\ncertificates as we have deemed necessary as a basis for the opinions hereinafter
\nexpressed.<\/p>\n
Wilmer Cutler Pickering Hale and Dorr llp, 60 State Street,
\nBoston, Massachusetts 02109
\nBeijing Berlin Boston Brussels Frankfurt London Los Angeles New York Oxford Palo
\nAlto Waltham Washington<\/p>\n<\/p>\n<\/p>\n
<\/p>\n
Analog Devices, Inc.
\nMarch 30, 2011
\nPage 2<\/p>\n
In our examination of the documents referred to above, we have assumed the
\ngenuineness of all signatures, the legal capacity of all individual signatories,
\nthe authenticity of all documents submitted to us as originals, the conformity
\nto original documents of all documents submitted to us as copies, the
\nauthenticity of such original documents, and the completeness and accuracy of
\nthe corporate records of the Company provided to us by the Company. Insofar as
\nthis opinion relates to factual matters, we have assumed with your permission
\nwithout independent investigation that the statements of the Company contained
\nin the Registration Statement are true and correct as to all factual matters
\nstated therein.<\/p>\n
In rendering the opinions set forth below, we have assumed that (i) the
\nTrustee has the power, corporate or other, to enter into and perform its
\nobligations under the Indenture, (ii) the Indenture will be a valid and binding
\nobligation of the Trustee, and (iii) the Trustee shall have been qualified under
\nthe Trust Indenture Act of 1939, as amended. We have also assumed the due
\nauthentication of the Debt Securities by the Trustee, that there will not have
\noccurred, prior to the date of issuance of the Debt Securities, any change in
\nlaw affecting the validity or enforceability of such Debt Securities and that at
\nthe time of the issuance and sale of the Debt Securities, the Board of Directors
\nof the Company (or any committee thereof acting pursuant to authority properly
\ndelegated to such committee by the Board of Directors) has not taken any action
\nto rescind or otherwise reduce its prior authorization of the issuance of the
\nDebt Securities.<\/p>\n
We express no opinion herein as to the laws of any jurisdiction other than
\nthe state laws of the Commonwealth of Massachusetts, the state laws of the State
\nof New York and the federal laws of the United States of America.<\/p>\n
We have assumed for purposes of our opinions below that no authorization,
\napproval or other action by, and no notice to or filing with, any governmental
\nauthority or regulatory body or (to the extent the same is required under any
\nagreement or document binding on it of which an addressee has knowledge, has
\nreceived notice or has reason to know) any other third party is required for the
\ndue execution, delivery or performance by the Company of the Indenture or the
\nDebt Securities or, if any such authorization, approval, consent, action, notice
\nor filing is required, it will have been duly obtained, taken, given or made and
\nwill be in full force and effect.<\/p>\n
Our opinions below are qualified to the extent that they may be subject to or
\naffected by (i) applicable bankruptcy, insolvency, reorganization, moratorium,
\nusury, fraudulent conveyance or similar laws relating to or affecting the rights
\nor remedies of creditors generally, (ii) statutory or decisional law concerning
\nrecourse by creditors to security in the absence of notice or hearing, (iii)
\nduties and standards imposed on<\/p>\n<\/p>\n<\/p>\n
<\/p>\n
Analog Devices, Inc.
\nMarch 30, 2011
\nPage 3<\/p>\n
creditors and parties to contracts, including, without limitation,
\nrequirements of materiality, good faith, reasonableness and fair dealing, and
\n(iv) general equitable principles. Furthermore, we express no opinion as to the
\navailability of any equitable or specific remedy upon any breach of the
\nIndenture or the Debt Securities, or to the successful assertion of any
\nequitable defenses, inasmuch as the availability of such remedies or the success
\nof any equitable defenses may be subject to the discretion of a court. We also
\nexpress no opinion herein with respect to compliance by the Company with the
\nsecurities or “blue sky” laws of any state or other jurisdiction of the United
\nStates or of any foreign jurisdiction. In addition, we express no opinion and
\nmake no statement herein with respect to the antifraud laws of any jurisdiction.\n<\/p>\n
On the basis of, and subject to, the foregoing, we are of the opinion that
\nwhen the Debt Securities have been duly executed by the Company, and duly
\nauthenticated by the Trustee in accordance with the terms of the Indenture, and
\ndelivered to the purchasers thereof against payment of the consideration
\ntherefor duly approved by the Company, and subject to the final terms of the
\nDebt Securities complying with then applicable law, not resulting in a default
\nunder or a breach of any agreement or instrument binding upon the Company and
\ncomplying with any requirement or restriction imposed by any court or
\ngovernmental entity having jurisdiction over the Company, the Debt Securities
\nwill constitute valid and binding obligations of the Company, enforceable
\nagainst the Company in accordance with their terms.<\/p>\n
Please note that we are opining only as to the matters expressly set forth
\nherein, and no opinion should be inferred as to any other matters. This opinion
\nis based upon currently existing statutes, rules, regulations and judicial
\ndecisions and is rendered as of the date hereof, and we disclaim any obligation
\nto advise you of any change in any of the foregoing sources of law or subsequent
\ndevelopments in law or changes in facts or circumstances that might affect any
\nmatters or opinions set forth herein.<\/p>\n
We hereby consent to the filing of this opinion with the Commission as an
\nexhibit to the Company’s Current Report on Form 8-K to be filed on or about
\nMarch 31, 2011, which Form 8-K will be incorporated by reference into the
\nRegistration Statement, and to the use of our name therein and in the related
\nBase Prospectus, Preliminary Prospectus Supplement and Prospectus Supplement
\nunder the caption “Legal Matters.” In giving such consent, we do not hereby
\nadmit that we are in the category of persons whose consent is required under
\nSection 7 of the Securities Act of 1933, as amended, or the rules and
\nregulations of the Commission.<\/p>\n<\/p>\n<\/p>\n
<\/p>\n
| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n |
| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n |
| \n Very truly yours,<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | ||
| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n |
| \n WILMER CUTLER PICKERING | \n<\/td>\n | \n<\/td>\n<\/tr>\n | ||
| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n |
| \n By:<\/p>\n<\/td>\n | \n<\/td>\n | \n \/s\/ Mark G. Borden<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n |
| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n |
| \n<\/td>\n | \n<\/td>\n | \n Mark G. Borden, a Partner<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6696],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9629],"class_list":["post-43827","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-analog-devices-inc","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43827","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43827"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43827"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43827"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43827"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} |