Document

We have acted as counsel for Synaptics Incorporated, a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), registering (i) 1,900,000 shares (the “2019 Plan Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), that may be issued pursuant to the Synaptics Incorporated Amended and Restated 2019 Equity and Incentive Compensation Plan (the “2019 Incentive Plan”) and (ii) 1,500,000 shares of Common Stock (together with the 2019 Plan Shares, the “Shares”) that may be issued pursuant to the Synaptics Incorporated Amended and Restated 2019 Employee Stock Purchase Plan (together with the 2019 Incentive Plan, the “Plans”).

In connection with our representation, we have examined: (i) the Plans and related documents; (ii) the Registration Statement, including the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (iii) the Amended and Restated Certificate of Incorporation of the Company, as amended to date; (iv) the Fourth Amended and Restated Bylaws of the Company, as amended to date; (v) the resolutions of the Company’s Board of Directors relating to the Plans and the issuance of the Shares thereunder; and (vi) such other corporate proceedings, documents and records and certificates of government officials as we have deemed necessary or appropriate to enable us to render this opinion.

In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. We have also assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.

We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus that forms a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.

Based upon the foregoing, we are of the opinion that each of the Shares, if and when issued by the Company pursuant to the terms and conditions of the Plans and as contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.


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