EXHIBIT 5
November 5, 2010
Synaptics Incorporated
3120 Scott Boulevard
Santa Clara, California 95054
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Registration Statement on Form S-8
Synaptics Incorporated |
Ladies and Gentlemen:
As legal counsel to Synaptics Incorporated, a Delaware corporation (the Company), we
have assisted in the preparation of the Companys Registration Statement on Form S-8 (the
Registration Statement), to be filed with the Securities and Exchange Commission on or
about November 5, 2010, in connection with the registration under the Securities Act of 1933, as
amended (the Securities Act), of an additional 1,500,000 shares of common stock of the
Company, par value $0.001 per share (the Shares), issuable pursuant to the Companys
Amended and Restated 2001 Incentive Compensation Plan (the Plan). The facts, as we
understand them, are set forth in the Registration Statement.
With respect to the opinion set forth below, we have examined originals, certified copies, or
copies otherwise identified to our satisfaction as being true copies, only of the following:
A. The Certificate of Incorporation of the Company, as filed with the Secretary of State of
the State of Delaware on January 7, 2002, as amended to date;
B. The Third Amended and Restated Bylaws as adopted by the Company;
C. Various resolutions of the Board of Directors of the Company authorizing the Plans and the
issuance of the Shares;
D. The Registration Statement; and
E. The Plan.
Subject to the assumptions that (i) the documents and signatures examined by us are genuine
and authentic, and (ii) the persons executing the documents examined by us have the legal capacity
to execute such documents, and subject to the further limitations and qualifications set forth
below, based solely upon our review of items A through E above, it is our opinion that the Shares
will be validly issued, fully paid, and nonassessable when issued and sold in accordance with the
terms of the Plan.
Greenberg Traurig, LLP | Attorneys at Law | 2375 East Camelback Road, Suite 700 | Phoenix, Arizona
85016 | Tel. 602.445.8000 | Fax 602.445.8100
Synaptics Incorporated
November 5, 2010
Page 2
We express no opinion as the applicability or effect of any laws, orders, or judgments of any
state or other jurisdiction other than federal securities laws and the substantive laws of the
state of Delaware, including judicial interpretations of such laws. Further, our opinion is based
solely upon existing laws, rules, and regulations, and we undertake no obligation to advise you of
any changes that may be brought to our attention after the date hereof.
We hereby expressly consent to any reference to our firm in the Registration Statement,
inclusion of this Opinion as an exhibit to the Registration Statement, and to the filing of this
Opinion with any other appropriate governmental agency.
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Very truly yours, |
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/s/ Greenberg Traurig, LLP |
Greenberg Traurig