Exhibit 5.1

May 2, 2006



Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, CO 80918

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

Ladies and Gentlemen:

We are acting as counsel to Ramtron International Corporation, a Delaware
corporation (the "Company"), in connection with the issuance of up to
5,000,000 shares of common stock, par value $0.01 per share of the Company
(the "Shares") pursuant to the Company's 2005 Incentive Award Plan (the
"Plan").

In connection with the opinions expressed herein, we have examined such
documents, records, including an examination of originals or copies thereof
certified or otherwise identified to our satisfaction, and matters of law as
we have deemed relevant or necessary for purposes of this opinion.  Based on
the foregoing, and subject to further limitations, qualifications and
assumptions set forth herein, we are of the opinion that:

1.  The Shares are duly authorized, and when issued and delivered pursuant to
    the terms of the Plan and the agreements contemplated thereunder, against
    payment of the consideration therefor as provided therein and, having a
    value not less than the par value thereof, will be validly issued, fully
    paid and nonassessable.

2.  When issued in accordance with the terms of the Rights Agreement, dated
    as of April 19, 2001, between the Company and Citibank, N.A., as Rights
    Agent, the Rights (as defined in the Rights Agreement) will be validly
    issued.

In rendering the foregoing opinions, we have relied as to certain factual
matters upon a certificate of an officer of the Company, and we have not
independently checked or verified the accuracy of the statements contained
therein.  The opinions expressed herein are limited to the laws of the State
of Delaware, including the applicable provisions of the Delaware Constitution
and the reported judicial decisions interpreting such law, in each case as
currently in effect, and we express no opinion as to the effect of the laws
of any other jurisdiction.

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The opinion set forth in paragraph 2 is limited to the valid issuance of the
Rights under the corporation laws of the State of Delaware.  We do not
express any opinion herein with respect to any other aspect of the Rights,
the effect of equitable principles or fiduciary considerations relating to
the adoption of the Rights Agreement or the issuance of the Rights or the
enforceability or any particular provisions of the Rights Agreement.  In
rendering the opinion set forth in paragraph 2 above, we have assumed that
the Board of Directors of the Company has acted and will act in the good
faith exercise of its business judgment with respect to the authorization of
the issuance of the Rights and the execution of the Rights Agreement.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-8 filed by the Company to effect the
registration of the Shares under the Securities Act of 1933 (the "Securities
Act").  In giving such consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day
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Jones Day

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