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Exhibit 5.1
Shipman & Goodwin LLP One American Row
Counselors at Law Hartford, CT 06103-2819
Tel: (860) 251-5000
September 19, 2000
ATMI, Inc.
7 Commerce Drive
Danbury, CT 06810
Re: Registration Statement on Form S-8
Relating to Shares of Common Stock of
ATMI, Inc. Issuable under its 2000 Stock Plan
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Ladies and Gentlemen:
As counsel for ATMI, Inc., a Delaware corporation (the "Company"), we are
furnishing you with this opinion in connection with the issuance of a maximum of
2,000,000 shares of Common Stock of the Company (the "Shares") pursuant to the
above-referenced Plan (the "Plan"), to which the above-referenced Registration
Statement relates.
As counsel to the Company, we have examined the registration statement and
such other documents as we have deemed necessary or appropriate in order to
express the opinion set forth below. In connection with our opinion hereinafter
given, we have examined and relied upon originals, or copies, certified or
otherwise, identified to our satisfaction, of such agreements, documents,
certificates and other documents as we have deemed relevant and necessary as a
basis for such opinion. In such examination, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals and the conformity with the original documents of documents submitted
to us as copies.
Based on the foregoing, we are of the opinion that the Shares, when issued
as contemplated by the Plan and said Registration Statement, will be duly
authorized and legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/ Shipman & Goodwin LLP
