EX-5.1 2 ex-51opinionofwsgr.htm EXHIBIT 5.1 WSGR CONSENT Exhibit


EX-5.1
        
OPINION OF WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION
 

November 16, 2015
 
QuickLogic Corporation


1277 Orleans Drive
Sunnyvale, CA 94089
 
Re:  Registration Statement on Form S-8
 
Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by you with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 5,000,000 shares of your common stock, par value $0.001 per share (the “Shares”), reserved for issuance under the 2009 Stock Plan and the 2009 Employee Stock Purchase Plan (the “Plans”).

We have reviewed such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic, and that all copies of documents submitted to us conform to the originals. We have relied as to certain matters on information obtained from public officials, officers of the Company, and other sources believed by us to be reliable.

It is our opinion that the Shares, when issued and sold in the manner referred to in the Plans and pursuant to the agreements which accompany the Plans, will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

 

Very truly yours,

/s/WILSON SONSINI GOODRICH & ROSATI
Professional Corporation