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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
June 28, 2000
Capstone Turbine Corporation
6430 Independence Avenue
Woodland Hills, California 91367
Re: Registration Statement No. 333-33024;
10,454,545 shares of Common Stock,
Par Value $0.001 per share.
Ladies and Gentlemen:
In connection with the registration of 10,454,545 shares of
common stock of the Company, par value $0.001 per share (the "Shares"), under
the Securities Act of 1933, as amended (the "Act"), by Capstone Turbine
Corporation, a Delaware corporation (the "Company"), on Form S-1 filed with the
Securities and Exchange Commission (the "Commission") on March 22, 2000 (File
No. 333- 33024), as amended by Amendment No. 1 filed with the Commission on
April 18, 2000, by Amendment No. 2 filed with the Commission on May 8, 2000, by
Amendment No. 3 filed with the Commission on May 26, 2000, by Amendment No. 4
filed with the Commission on June 12, 2000, by Amendment No. 5 filed with the
Commission on June 21, 2000, and by Amendment No. 6 filed with the Commission on
June 27, 2000 (collectively, the "Registration Statement"), you have requested
our opinion with respect to the matters set forth below.
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares. In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
We are opining herein as to the effect on the subject transaction
only of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability
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Capstone Turbine Corporation
June 28, 2000
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thereto, or the effect thereon, of the laws of any other jurisdiction or, in the
case of Delaware, any other laws, or as to any matters of municipal law or the
laws of any local agencies within any state.
Subject to the foregoing, it is our opinion that the Shares have
been duly authorized, and, upon issuance, delivery and payment therefor in the
manner contemplated by the Registration Statement, will be validly issued, fully
paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Validity of Common Stock".
Very truly yours,
/s/ LATHAM & WATKINS
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