EXHIBIT 5.1
[LETTERHEAD OF COOLEY GODWARD LLP]
December 23, 1998
NVIDIA Corporation
3535 Monroe Street
Santa Clara, CA 95051
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by NVIDIA Corporation (the "Company") of a Registration
Statement on Form S-1 (the "Registration Statement"), with the Securities and
Exchange Commission (the "Commission"), including a related prospectus to be
filed with the Commission pursuant to Rule 424(b) of Regulation C (the
"Prospectus") promulgated under the Securities Act of 1933, as amended, and
the underwritten public offering of up to 4,025,000 shares of common stock,
including 525,000 shares of common stock for which the Underwriters have been
granted an over-allotment option (the "Common Stock").
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Certificate of
Incorporation and By-laws and the originals or copies certified to our
satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below, and (ii) assumed that the shares of the
Common Stock will be sold by the Underwriters at a price established by the
Pricing Committee of the Company's Board of Directors.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock, when sold and issued in accordance with the
Registration Statement and related Prospectus, will be validly issued, fully
paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in
the Prospectus included in the Registration Statement and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
Cooley Godward LLP
/s/ Eric C. Jensen
_____________________
By: Eric C. Jensen