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EXHIBIT 5.1
[BROBECK, PHLEGER & HARRISON LETTERHEAD]
June 26, 2000
DuPont Photomasks, Inc.
131 Old Settlers Road
Round Rock, Texas 78664
Re: DuPont Photomasks, Inc. Registration Statement on Form S-3 for up to
3,680,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to DuPont Photomasks, Inc., a Delaware corporation
(the "Company"), in connection with the proposed issuance and sale by the
Company of up to 1,422,222 shares of the Company's Common Stock (the "Company
Shares") and the sale by E. I. du Pont de Nemours and Company, a stockholder of
the Company, of up to 2,257,778 shares of the Company's Common Stock (the
"Stockholder Shares" and, collectively with the Company Shares, the "Shares")
pursuant to the Company's Registration Statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act").
This opinion is being furnished in accordance with the requirements of Item 16
of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate proceedings
taken by the Company in connection with the issuance and sale of the Shares.
Based on such review, we are of the opinion that the Stockholder Shares have
been duly authorized and legally issued and are fully paid and nonassessable,
and that the Company Shares have been duly authorized and if, as and when issued
in accordance with the Registration Statement and the related prospectus (as
amended and supplemented through the date of issuance) will be legally issued,
fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.
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DuPont Photomasks, Inc.
June 26, 2000
Page 2
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
