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[EXHIBIT 5.1]
[Letterhead of Cooley Godward LLP]
July 28, 2000
BOLDER Technologies Corporation
4403 Table Mountain Drive
Golden, Colorado 80403
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by BOLDER Technologies Corporation (the "Company") of a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission covering the registration of up to 2,572,500
shares of the Company's Common Stock, $.001 par value (the "Shares"). 98,461 of
the Shares (the "Warrant Shares") are issuable upon the exercise of a Warrant,
dated June 27, 2000, issued by the Company to Donaldson, Lufkin & Jenrette
Securities Corporation (the "Warrant").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, the Company's Certificate of Incorporation and Bylaws, as
amended to date, and such other documents, records, certificates, memoranda and
other instruments as we deem necessary as a basis for this opinion. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares are validly issued, fully paid and nonassessable and that the
Warrant Shares have been duly and validly authorized for issuance upon exercise
of the Warrant against payment therefor as provided in the Warrant and, when so
issued, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ James H. Carroll
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James H. Carroll
B-1
