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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
August 8, 2000
Active Power, Inc.
11525 Stonehollow Dr., Suite 110
Austin, TX 78758
Re: Active Power, Inc.- Registration Statement on Form S-8 for an Aggregate
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Offering of 7,196,934 Shares
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Dear Ladies and Gentlemen:
We have acted as counsel to Active Power, Inc., a Delaware Corporation
(the "Company"), in connection with the registration on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, of (i)
6,116,934 shares of Common Stock under the Company's 2000 Stock Incentive Plan
(the "Incentive Plan"), and (ii) 1,080,000 shares of Common Stock under the
Company's 2000 Employee Stock Purchase Plan (the "Purchase Plan"). All of such
shares are collectively referred to herein as the "Shares".
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 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 establishment of the
Incentive Plan and the Purchase Plan. Based on such review, we are of the
opinion that, if, as and when the Shares have been issued and sold (and the
consideration therefor received) pursuant to the provisions of option agreements
duly authorized under the Incentive Plan and in accordance with the Registration
Statement, or in accordance with the stock purchase agreements under the
Purchase Plan and in accordance with the Registration Statement, such Shares
will be duly authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
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, the
Incentive Plan, the Purchase Plan, or the Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
