Exhibit 5.1
September 28, 2000
SpaceDev, Inc.
13855 Stowe Drive
Poway, California 92064
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as legal counsel to SpaceDev, Inc. (the "Company"), in
connection with the preparation and filing of the Company's Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the
"Registration Statement"), relating to 5,184,698 shares of the Company's common
stock, no par value (the "Common Stock"), issuable pursuant to the Company's
Stock Option Plan of 1999 and the Employee Stock Purchase Plan of 1999 (the
"Plans").
We have examined the Articles of Incorporation, as amended, and the
Bylaws of the Company and all amendments thereto, the Registration Statement and
originals, or copies certified to our satisfaction, of such records and
meetings, written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company, and such other documents and
instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.
Based on the foregoing examination, we are of the opinion that the
shares of Common Stock issuable under the Plans are duly authorized and, when
issued in accordance with the Plans will be validly issued, fully paid and
nonassessable.
Further, we consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Popov & McCullogh, LLP
POPOV & McCULLOGH, LLP
