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[Hogan & Hartson L.L.P. Letterhead]
July 20, 2000
Board of Directors
CoorsTek, Inc.
16000 Table Mountain Parkway
Golden, Colorado 80403
Ladies and Gentlemen:
We are acting as counsel to CoorsTek, Inc., a Delaware corporation (the
"Company"), in connection with its registration statement on Form S-1, (the
"Registration Statement"), filed with the Securities and Exchange Commission
relating to the proposed public offering of up to 450,000 shares of the
Company's common stock, par value $0.01 per share, all of which shares (the
"Shares") are to be sold by the Company. This opinion letter is furnished to you
at your request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. (S) 229.601(b)(5), in connection with the Registration
Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. An executed copy of the registration statement of the Company on
Form S-1, Registration No. 333-38824, filed on June 8, 2000, as
amended by Amendment No. 1, filed on June 22, 2000, and Amendment
No. 2, filed on July 19, 2000 (the "June 8 Registration
Statement").
3. A copy of the registration statement of the Company on Form S-1
filed today with the Securities and Exchange Commission pursuant
to Rule 462(b).
4. The Certificate of Incorporation of the Company, as certified by
the Secretary of the State of the State of Delaware on December
7, 1999 and by the Assistant Secretary of the Company on the date
hereof as being complete, accurate and in effect.
5. The Bylaws of the Company, as certified by the Assistant
Secretary of the Company on the date hereof as being complete,
accurate and in effect.
6. The proposed form of Underwriting Agreement among the Company and
the several Underwriters to be named therein, for whom
FleetBoston Robertson Stephens Inc., CIBC World Markets Corp.,
Needham & Company, Inc., First Security Van Kasper and Friedman,
Billings, Ramsey & Co., Inc. will act as representatives, filed
as Exhibit 1.1 to the June 8 Registration Statement (the
"Underwriting Agreement").
7. Certain resolutions of the Board of Directors of the Company
adopted at telephonic meetings held on April 24, 2000 and July
18, 2000, as certified by the Assistant Secretary of the Company
on the date hereof as being
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complete, accurate and in effect, relating to the issuance and
sale of the Shares and arrangements in connection therewith.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on the General
Corporation Law of the State of Delaware, as amended. We express no opinion
herein as to any other laws, statutes, ordinances, rules, or regulations. As
used herein, the term "General Corporation Law of the State of Delaware, as
amended" includes the statutory provisions contained therein, all applicable
provisions of the Delaware Constitution and reported judicial decisions
interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the opinion
that following (i) execution and delivery by the Company of the Underwriting
Agreement, (ii) effectiveness of the Registration Statement, (iii) issuance of
the Shares pursuant to the terms of the Underwriting Agreement, and (iv) receipt
by the Company of the consideration for the Shares specified in the resolutions
of the Board of Directors referred to above and the action taken by the Pricing
Committee of the Board of Directors by telephonic meeting on July 19, 2000, the
Shares will be validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for your use in connection with the
Registration Statement and speaks as of the date hereof. We assume no
obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.
We hereby 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 constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
