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EXHIBIT 5.1
[Letterhead of Latham & Watkins]
July 5, 2000
Capstone Turbine Corporation
6430 Independence
Woodland Hills, California 91367
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
In connection with the registration under the Securities Act of
1933, as amended (the "1933 Act"), of an aggregate of 5,992,389 shares of the
common stock (the "Shares"), par value $0.001 per share, of Capstone Turbine
Corporation (the "Company"), issuable under the Capstone Turbine Corporation
1993 Incentive Stock Plan (the "Plan") by the Company on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission"), you have requested our opinion with respect to
the matters set forth below.
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 thereto, or the effect thereon, of any
other laws.
Subject to the foregoing, it is our opinion that the Shares to be
issued under the Plan have been authorized, and upon the issuance and delivery
of the Shares in the manner contemplated by the Plan, and assuming the Company
completes all actions and proceedings required on its part to be taken prior to
the issuance and delivery of the Shares pursuant to the terms of the Plan,
including, without limitation, collection of required payment for the Shares,
the Shares will be validly issued, fully paid and nonassessable securities of
the Company.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
