EX-5.1 2 dex51.txt OPINION OF WORSHAM FORSYTHE WOOLDRIDGE LLP Exhibit 5.1 WORSHAM FORSYTHE WOOLDRIDGE LLP Attorneys and Counselors at Law 1601 Bryan Street, 30th Floor Dallas, Texas 75201 __________ Telephone (214) 979-3000 Fax (214) 880-0011 April 9, 2001 RF Monolithics, Inc. 4441 Sigma Road Dallas, Texas 75244 Ladies and Gentlemen: In connection with the Registration Statement on Form S-8 to be filed by RF Monolithics, Inc. ("Company") on or about the date hereof with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), for the registration of 500,000 shares of common stock, $.001 par value per share ("Stock"), to be offered from time to time under the Company's 1997 Equity Incentive Plan, as amended, and 1999 Equity Incentive Plan, as amended (the "Plans"), we are of the opinion that any Stock to be issued directly by the Company will be validly issued, fully paid and non- assessable when such Stock shall have been issued and delivered as contemplated in the Plans. The foregoing opinion is limited to the General Corporation Law of the State of Delaware, and we express no opinion as to the laws of any other jurisdiction. We hereby consent to the filing of this opinion with the Commission as an exhibit to the aforementioned Registration Statement. Very truly yours, WORSHAM FORSYTHE WOOLDRIDGE LLP By: /s/ Timothy A. Mack. ----------------------------------- A Partner