[Mentor Graphics Letterhead] Exhibit 5.2

June 1, 2006

Mentor Graphics Corporation

8005 SW Boeckman Road

Wilsonville, Oregon 97070-7777

Re: $200,000,000 6.25% Convertible Subordinated Debentures due 2026

Ladies and Gentlemen:

In connection with the registration of $200,000,000 aggregate principal amount of 6.25% Convertible Subordinated Debentures due 2026 (the “Debentures”) by Mentor Graphics Corporation, an Oregon corporation (the “Company”), under the Securities Act of 1933, as amended, on Form S-3 filed with the Securities and Exchange Commission on June 1, 2006 (the “Registration Statement”), you have requested my opinion with respect to the matters set forth below.

In my capacity as Vice President and General Counsel of the Company in connection with such registration, I am familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization and issuance of the Debentures. In addition, I have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to my satisfaction of such documents, corporate records and instruments, as I have deemed necessary or appropriate for purposes of this opinion.

In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and the conformity to authentic original documents of all documents submitted to me as copies.

I am opining herein as to the effect on the subject transaction only of the internal laws of the State of Oregon, and I express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to matters of municipal law or the laws of any local agencies within any state.

Subject to the foregoing, it is my opinion that as of the date hereof:

1. The Debentures have been duly authorized, executed and delivered by the Company.

2. The shares of the Company’s common stock issuable upon conversion of the Debentures have been duly authorized, and when issued upon conversion of the Debentures in accordance with the terms of the Indenture and the Debentures, will be validly issued, fully paid and nonassessable.

I consent to your filing this opinion as an exhibit to the Registration Statement.

Very truly yours,

MENTOR GRAPHICS CORPORATION

/s/ Dean M. Freed

Dean M. Freed

Vice President and General Counsel