[FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 O2MICRO INTERNATIONAL LIMITED Cayman Islands Not Applicable (State or other jurisdiction of Incorporation or organization) (I.R.S. Employer Identification No.) Grand Pavilion Commercial Centre West Bay Road P.O. Box 32331 SMB George Town Grand Cayman, Cayman Islands (345) 945-1110 2005 Share Option Plan 2005 Share Incentive Plan (Full title of the] [O2 Micro International Limited Grand Pavilion Commercial Centre, West Bay Road P.O. Box 32331 SMB, George Town Grand Cayman, Cayman Islands 6 March 2006 Dear Sirs, It is our opinion that the Shares, when issued and sold in the manner described in the Registration Statement and the related Prospectus, will be legally and validly issued, fully paid and nonassessable. Yours] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 28, 2005 (May 10, 2005 as to Note 2 “Stock-based Compensation” and Note 12), related to the consolidated financial statements of O2Micro International Limited, appearing in the Annual Report on Form 20-F of O2Micro]

[FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 O2MICRO INTERNATIONAL LIMITEDyman Islands Not Applicable (State or other jurisdiction oforporation or organization) FACE="Times New Roman" SIZE="1"> (I.R.S. Employer Identification No.) FACE="Times New Roman" SIZE="1"> Grand Pavilionmmercial Centre West Bay Road P.O. Box 32331 SMB George Town Grandyman,yman Islands] [O2 Micro International Limited Grand Pavilionmmercial Centre, West Bay Road P.O. Box 32331 SMB, George Town Grandyman,yman Islands 6March 2006 Dear Sirs, It is our opinion that the Shares, when issued and sold in the manner described in the Registration Statement and the related Prospectus, will be legally and validly issued, fully paid and nonassessable.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FACE="Times New Roman" SIZE="2">Wensent to theorporation by reference in this Registration Statement on Form S-8 of our reportted January28, 2005 (May 10, 2005 to Note 2 Stock-basedmpensation and Note 12), related to thensolidated financial statements of O2Micro International Limited, appearing in the Annual Report on Form 20-F of]