August 12, 2021
2200 Mission College Boulevard
Santa Clara, California 95054
Registration Statement on Form S-3 (File No. 333--252340)
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3, File No. 333--252340, of Intel Corporation, a Delaware corporation (the Company), filed with the Securities and Exchange Commission (the Commission) pursuant to Rule 462 under the Securities Act of 1933, as amended (the Securities Act), on January 22, 2021 (the Registration Statement), the preliminary prospectus supplement related thereto dated August 10, 2021 in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act on August 10, 2021, the final pricing term sheet dated August 10, 2021 in the form filed with the Commission pursuant to Rule 433 under the Securities Act on August 10, 2021, and the final prospectus supplement dated August 10, 2021 in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act on August 11, 2021 in connection with the offering and sale by the Company of $1,000,000,000 aggregate principal amount of 1.600% Senior Notes due 2028, $1,250,000,000 aggregate principal amount of 2.000% Senior Notes due 2031, $750,000,000 aggregate principal amount of 2.800% Senior Notes due 2041, $1,250,000,000 aggregate principal amount of 3.050% Senior Notes due 2051 and $750,000,000 aggregate principal amount of 3.200% Senior Notes due 2061 (the Notes). The Notes are being issued pursuant to an indenture dated as of March 29, 2006, as supplemented by the first supplemental indenture dated as of December 3, 2007 (together, the Base Indenture) between the Company and Wells Fargo Bank, National Association, as successor trustee (the Trustee), together with the seventeenth supplemental indenture dated as of August 12, 2021 with respect to the Notes (the Seventeenth Supplemental Indenture and, together with the Base Indenture, the Indenture). In connection with the issuance of the Notes, the Company has entered into an Underwriting Agreement, dated as of August 10, 2021 (the Underwriting Agreement), between the Company and the representatives of the several underwriters named therein (the Underwriters).
August 12, 2021
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Indenture, forms of the Notes and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.
Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that when the Notes have been duly executed and authenticated in accordance with the provisions in the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, the Notes will constitute valid and binding obligations of the Company.
The opinions expressed above are subject to the following assumptions, exceptions, qualifications and limitations:
A. The opinions above are subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.
B. We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights, and (ii) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws.
C. We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and the United States of America and, to the extent relevant for our opinions herein, the Delaware General Corporation Law. This opinion is limited to the effect of the current state of the laws of the State of New York and the United States of America and the Delaware General Corporation Law and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
August 12, 2021
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption Legal Matters in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
|Very truly yours,|
|/s/ Gibson, Dunn & Crutcher LLP|