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[LETTERHEAD]
August 3, 2000
Board of Directors
Advanced Power Technology, Inc.
405 SW Columbia St.
Bend, OR 97702
Re: Registration Statement on Form S-1
Dear Sirs:
We have acted as counsel to Advanced Power Technology, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission"), under the Securities
Act of 1933, as amended (the "Securites Act") of the Company's Registration
Statement on Form S-1 (Registration No. 333-38418), as amended by pre-effective
Amendment nos. 1, 2 and 3 thereto (the "Registration Statement"). The
Registration Statement relates to the sale of up to 4,025,000 shares of the
Company's common stock, $.01 par value (the "Common Stock"), to be sold pursuant
to the terms of an underwriting agreement among the Company and Stephens Inc.,
Needham & Company, Inc., and First Security Van Kasper (the "Underwriting
Agreement").
In our capacity as such counsel, we have examined and relied upon the originals,
or copies certified or otherwise identified to our satisfaction, of the
Registration Statement and such corporate records, documents, certificates and
other agreements and instruments that we have deemed necessary or appropriate to
enable us to render the opinions hereinafter expressed.
Based on the foregoing, and having regard for such legal considerations as we
deem relevant, we are of the following opinion:
1. The Common Stock has been duly authorized by all necessary
corporate action of the Company;
2. When issued and sold by the Company against payment therefore
pursuant to the terms of the Underwriting Agreement, the
Common Stock issued by the Company
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will be validly issued, validly paid and nonassessable. The
Common Stock to be sold by the Selling Stockholders, as that
term is defined in the Underwriting Agreement, is validly
issued, fully paid and nonassessable.
We are members of the Bar of the State of Oregon and are expressing our opinion
only as to matters of Oregon law and the Delaware General Corporations Law.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement and it is referenced to us under the heading "Legal Matters" in the
related prospectus.
Very truly yours,
Davis Wright Tremaine LLP
/s/ Davis Wright Tremaine LLP
