July 23, 2025
Synopsys, Inc.
675 Almanor Avenue
Sunnyvale, California 94085
Re: Synopsys, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Synopsys, Inc., a Delaware corporation (the “Company”), in connection with a registration
statement on Form S-8 (the “Registration Statement”) to be filed today with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the
registration of 1,132,822 additional shares of the Company’s common stock, par value $0.01 per share (“Shares”), to be issued or reserved for issuance by the Company pursuant to the ANSYS, Inc. 2021 Equity and Incentive Compensation Plan,
the Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan and the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (the “Plans”).
We have participated in the preparation of the Registration Statement and have reviewed the originals or copies certified or
otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinion expressed below. We have further received a letter dated July 23, 2025 from Janet Lee, General Counsel and Corporate Secretary of the Company, representing to us that
the Company has available a sufficient number of shares authorized and available for issuance, together with shares authorized and issued but not outstanding, to deliver the Shares under the Plans, and are relying on such representation.
In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents
submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Shares to be issued pursuant to the Plans have
been duly authorized by all necessary corporate action of the Company and, when issued in accordance with the terms of the Plans, will be validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the General Corporation Law of the State of Delaware.
We hereby consent to the use of our name in the prospectus constituting a part of the Registration Statement and in any prospectus supplements related thereto under the heading
“Legal Matters” and to the use of this opinion as a part (Exhibit 5.1) of the Registration Statement. In giving such consent, 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 thereunder. The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you, or to make any investigations, as to any legal developments
or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.
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Very truly yours,
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CLEARY GOTTLIEB STEEN & HAMILTON LLP
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By:
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/s/ Christopher R. Moore
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Christopher R. Moore, a Partner
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