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[DAVIS WRIGHT TREMAINE LLP LETTERHEAD]
SUITE 2300 TEL (503) 241-2300
1300 SW FIFTH AVENUE FAX (503) 778-5299
PORTLAND, or 97201-5682 www.dwt.com
November 13, 2000
Advanced Power Technology, Inc.
405 S.W. Columbia Street
Bend, Oregon 97702
Re: Stock Option Plan
Dear Ladies and Gentlemen:
We have acted as counsel to Advanced Power Technology, Inc. (the "Company") in
connection with its registration statement of its Stock Option Plan and
corresponding Shares (the "Registration Statement"). Capitalized terms used
herein that are not otherwise defined have the meanings ascribed thereto as set
forth in the Registration Statement and the exhibits thereto.
We have examined such documents, papers, statutes and authorities as we have
deemed necessary to form a basis for the opinions hereinafter expressed. We have
assumed the genuineness of all signatures, the authenticity of documents,
certificates and records submitted to us as originals, the conformity to the
originals of all documents, certificates and records submitted to us as copies,
the legal capacity of all natural persons executing documents, certificates and
records, and the completeness and accuracy as of the date of this opinion letter
of the information contained in such documents, certificates and records.
Based upon the foregoing, we are of the opinion that:
1. The Company is duly formed and validly existing under the laws of the
State of Delaware.
2. The Plan, the Shares and the options respecting such Shares have been
duly authorized and, when appropriate certificates have been duly
executed by the proper officers of the Company, will be validly
issued, fully paid and nonassessable.
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Advanced Power Technology, Inc.
November 13, 2000
Page 2
This opinion is limited to the Delaware General Corporation Law and the federal
laws of the United States of the type typically applicable to transactions
contemplated by the Registration Statement. We express no opinion with respect
to the laws of any other country, state or jurisdiction.
This opinion letter is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated. This letter
speaks only as of the date hereof and is limited to present statutes,
regulations and administrative and judicial interpretations. We undertake no
responsibility to update or supplement this letter after the date hereof.
We consent to being named in the Registration Statement as counsel who are
passing upon the validity of the options to be issued pursuant to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in such Registration Statement. Subject to the foregoing, this opinion
letter may be relied upon by you only in connection with the Offering and may
not be used or relied upon by you for any other purpose or by any other person
for any purpose whatsoever without, in each instance, our prior written consent.
Very truly yours,
Davis Wright Tremaine LLP
/s/ Davis Wright Tremaine LLP
KAM:
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