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EXHIBIT 5.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
September 20, 2000
Argonaut Technologies, Inc.
887 Industrial Road, Suite G
San Carlos, CA 94070
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about September 20, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of the 1995 Incentive Stock Plan (as to
2,123,147 shares), the 2000 Incentive Stock Plan (as to 1,760,000 shares) and of
the 2000 Employee Stock Purchase Plan (as to 176,000 shares) (collectively, the
"Plans" and the "Shares" as appropriate). As legal counsel for Argonaut
Technologies, Inc., we have examined the proceedings taken and are familiar with
the proceedings proposed to be taken by you in connection with the issuance and
sale of the Shares pursuant to the Plans.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plans and pursuant to the agreement that accompanies each grant
under the Plans, will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
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WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
