July 30, 2001


Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, Colorado 80921

Re:  Ramtron International Corporation - Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as securities counsel for Ramtron International Corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-8 (the "Registration Statement"), under the Securities Act of 1933, as
amended (the "Securities Act"), being filed with the Securities and Exchange
Commission (the "Commission") on July 30, 2001, to register 2,000,000 shares
of the Company's common stock, par value $0.01 per share (the "Option
Shares"), issuable upon the exercise of options granted or to be granted
pursuant to the Company's 1995 Stock Option Plan, as amended (the "1995
Plan").

In connection with the preparation of the Registration Statement and the
proposed issuance and sale of the Option Shares in accordance with the 1995
Plan and the Form S-8 prospectus to be delivered to participants in the 1995
Plan, we have made certain legal and factual examinations and inquiries and
examined, among other things, such documents, records, instruments, agreements,
certificates and matters as we have considered appropriate and necessary for
the rendering of this opinion.  We have assumed for the purpose of this opinion
the authenticity of all documents submitted to us as originals and the
conformity with the originals of all documents submitted to us as copies, and
the genuineness of the signatures thereon.  As to various questions of fact
material to this opinion, we have, when relevant facts were not independently
established, relied, to the extent deemed proper by us, upon certificates and
statements of officers and representatives of the Company.

Based on the foregoing and in reliance thereon, it is our opinion that the
Option Shares have been duly authorized and when the Option Shares are issued
and sold in accordance with the 1995 Plan, the Option Shares will be legally
issued, fully paid and nonassessable.

We hereby consent to the inclusion of our opinion as Exhibit 5.1 to the
Registration Statement and further consent to the references to this firm in
the Registration Statement.  In giving this 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, or the rules and regulations of the Commission
thereunder.

Very truly yours,

/S/ Coudert Brothers
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COUDERT BROTHERS

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