Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated February 21, 2005, in Amendment No. 1 to the Registration Statement (Form S-1 No. 333-124041) and related Prospectus of Spansion LLC for the registration of shares of its common stock.

 

/s/    ERNST & YOUNG LLP

 

San Jose, California

June 9, 2005