EXHIBIT 5.1


                      [Letterhead of Cooley Godward LLP]

April 20, 2000

NVIDIA Corporation
3535 Monroe St.
Santa Clara, CA  95051

Ladies and Gentlemen:

We have acted as counsel to NVIDIA Corporation, a Delaware corporation
("NVIDIA"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), on Form S-3 (file no. 333-33560) of (i)
senior debt securities (the "Senior Debt Securities") and/or subordinated debt
securities (the "Subordinated Debt Securities" and, together with the Senior
Debt Securities, the "Debt Securities") of NVIDIA, and which Debt Securities
shall be governed pursuant to the terms and conditions set forth in the
respective indentures governing the Senior Debt Securities (the "Senior
Indenture") and the Subordinated Debt Securities (the "Subordinated Indenture")
and (ii) shares of common stock, par value $0.001, of NVIDIA (the "Common
Stock"), to be offered and sold by NVIDIA from time to time pursuant to Rule 415
of the General Rules and Regulations promulgated under the Securities Act (the
"Securities Act Rules"), with aggregate gross proceeds of up to $400,000,000, in
each case pursuant to terms and conditions to be designated by NVIDIA at the
time of offering.  The Debt Securities and Common Stock are collectively
referred to as the "Securities."

In connection with this opinion, we have examined and relied upon the originals,
or copies certified to our satisfaction, of such records, documents,
certificates, opinions, memoranda and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below.  As
to certain factual matters, we have relied upon certificates of the officers of
NVIDIA and have not sought to independently verify such matters.

In rendering this opinion, we have assumed:  the genuineness and authenticity of
all signatures on original documents; the authenticity of all documents
submitted to us as originals; the conformity to originals of all documents
submitted to us as copies; the accuracy, completeness and authenticity of
certificates of public officials; and the due authorization, execution and
delivery of all documents where authorization, execution and delivery are
prerequisites to the effectiveness of such documents.

In rendering this opinion, we have also assumed that, prior to any offering and
sale of Securities, the Board of Directors (or a special committee thereof
authorized to act on its behalf) of NVIDIA will duly authorize the terms of and
the prices at which (A) the Debt Securities are to be issued and sold in
accordance with the terms of the Senior Indenture or the Subordinated Indenture,
as applicable (and, if Debt Securities are convertible into or exchangeable for
Common Stock, the


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issuance of such Common Stock upon such conversion or exchange and the terms
thereof) and (B) shares of Common Stock are to be issued and sold.

We express no opinion herein concerning any laws other than the federal laws of
the United States, the laws of the State of California and the Delaware General
Corporation Law, as well as applicable provisions of the Constitution of the
State of Delaware and applicable case law.  We express no opinion as to whether
the laws of any jurisdiction other than those identified above are applicable to
the subject matter hereof.  We are not rendering any opinion as to compliance
with any antifraud law, rule or regulation relating to securities, or to the
sale or issuance thereof.

On the basis of the foregoing and in reliance thereon, and subject to the
qualifications herein stated, we are of the opinion that:

     1.   With respect to any offering of any series of Debt Securities (the
"Offered Debt Securities"), when (i) the Registration Statement, as finally
amended (including all necessary post-effective amendments), has become
effective; (ii) an appropriate Prospectus Supplement with respect to the Offered
Debt Securities has been prepared, delivered and filed in compliance with the
Securities Act and the applicable Securities Act Rules thereunder; (iii) if the
Offered Debt Securities are to be sold pursuant to a purchase agreement with
respect to the Offered Debt Securities, such purchase agreement has been duly
authorized, executed and delivered by NVIDIA and the other parties thereto; (iv)
the terms of the Offered Debt Securities and of their issuance and sale have
been duly established in conformity with the Senior Indenture or Subordinated
Indenture, as applicable, if any, so as not to violate any applicable law, the
operative certificate of incorporation or by-laws of NVIDIA, or result in a
default under or breach of any agreement or instrument binding upon NVIDIA, and
so as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over NVIDIA; (v) the Senior Indenture or
Subordinated Indenture, as applicable, has been qualified under the Trust
Indenture Act of 1939, as amended; (vi) each of the Senior Indenture and the
Subordinated Indenture has been duly authorized, executed and delivered by the
relevant Trustee and (vii) the Offered Debt Securities have been duly executed
and manually authenticated by duly authorized officers of the relevant Trustee
in accordance with the provisions of the Senior Indenture or the Subordinated
Indenture, as applicable, and duly delivered to the purchasers thereof upon
payment of the agreed upon consideration therefor; then (1) the Offered Debt
Securities, when issued and sold in accordance with the Senior Indenture or
Subordinated Indenture, as applicable, if any, and a duly authorized, executed
and delivered purchase agreement, if any, will be valid and binding obligations
of NVIDIA, enforceable against NVIDIA in accordance with their respective terms,
subject to (a) general equity principles and the limitations on the availability
of equitable relief, including, without limitation, specific performance; (b)
the effect of applicable bankruptcy, insolvency, fraudulent transfer or
conveyance, reorganization, arrangement, suretyship, dissolution, moratorium,
receivership or other similar laws relating to or affecting creditors' rights
generally; (c) limitations created by or arising under statute or case law on
the enforceability of certain covenants and provisions of


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agreements where (i) the breach of such covenants or provisions imposes
restrictions or burdens upon the debtor or surety and it cannot be demonstrated
that the enforcement of such restrictions or burdens is reasonably necessary for
the protection of the creditor or (ii) the creditor's enforcement of such
covenants or provisions under the circumstances would violate the creditor's
implied covenant of good faith and fair dealing; (d) limitations on the right of
a lender to impose added charges for late payments or defaults by the borrower,
where it is determined that such charges bear no reasonable relation to the
damage suffered by the lender as a result of such late payments or defaults or
where the requirements of California Civil Code Section 2954.5 are not met; (e)
the effect of California Civil Code Section 1717 on the recovery of attorneys'
fees in contract actions; (f) the effect of California Civil Code Section 3433;
(g) limitations imposed by law and public policy on indemnification and
exculpation; and (h) any other limitations which, in the event of any default by
NVIDIA in its obligations under the Offered Debt Securities, would act as a
limitation on the rights of the creditor in accordance with California law, but
which would not prevent the creditor from exercising legally adequate remedies
for realization of the principal benefits intended to be provided by the Offered
Debt Securities and (2) if shares of Common Stock are issuable upon conversion
or exchange of any convertible Offered Debt Securities, the shares of Common
Stock issuable upon conversion or exchange will be validly issued, fully paid
and nonassessable, assuming the execution, authentication, issuance and delivery
of the Offered Debt Securities and conversion or exchange of the Offered Debt
Securities in accordance with the terms of the Senior Indenture or Subordinated
Indenture, as applicable, if any, relating thereto and that a sufficient number
of shares of Common Stock are authorized or reserved and available for issuance
and that the consideration for the issuance of such shares of Common Stock is
not less than the par value of the Common Stock.

       2. With respect to any offering of shares of Common Stock, when (i) the
Registration Statement, as finally amended (including all necessary post-
effective amendments), has become effective; (ii) an appropriate Prospectus
Supplement with respect to the shares of Common Stock has been prepared,
delivered and filed in compliance with the Securities Act and the applicable
Securities Act Rules thereunder; (iii) if the shares of Common Stock are to be
sold pursuant to a purchase agreement with respect to the shares of Common
Stock, such purchase agreement has been duly authorized, executed and delivered
by NVIDIA and the other parties thereto; (iv) the Board of Directors, including
any appropriate committee appointed thereby, and appropriate officers of NVIDIA
have taken all necessary corporate action to approve the issuance and terms of
the shares of Common Stock and related matters; and (v) the terms of the shares
of Common Stock and of their issuance and sale have been duly established in
conformity with the operative certificate of incorporation and by-laws of NVIDIA
so as not to violate any applicable law or the operative certificate of
incorporation or by-laws of NVIDIA or result in a default under or breach of any
agreement or instrument binding upon NVIDIA and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over NVIDIA, the shares of Common Stock, when issued and sold in
accordance with a duly authorized, executed and delivered purchase agreement, if
any, will be duly


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authorized, validly issued, fully paid and nonassessable, assuming that a
sufficient number of shares of Common Stock are authorized or reserved and
available for issuance and that the consideration for the issuance and sale of
such shares of Common Stock is not less than the par value of the Common Stock.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.

Sincerely,

Cooley Godward llp

 /s/  Eric C. Jensen
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Eric C. Jensen