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GRAY CARY WARE & FREIDENRICH
ATTORNEYS AT LAW
4365 EXECUTIVE DRIVE, SUITE 1600
SAN DIEGO, CA 92121-2189
TEL (619) 677-1400
FAX (619) 677-1477
http://www.gcwf.com
EXHIBIT 5
OUR FILE NO.
8203-92001
June 26, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Cohu, Inc., a Delaware corporation (the "Company"),
we are rendering this opinion in connection with the registration under the
Securities Act of 1933, as amended, of a total of up to an additional 950,000
shares of the Common Stock, $1.00 par value, of the Company which may be issued
pursuant to the Cohu, Inc. 1998 Stock Option Plan (the "Plan"). We have examined
all instruments, documents and records which we deemed relevant and necessary
for the basis of our opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to the originals of all
documents submitted to us as copies.
We are admitted to practice only in the State of California and we
express no opinion concerning any law other than the law of the State of
California, the corporation laws of the State of Delaware and the federal law of
the United States. As to matters of Delaware corporation law, we have based our
opinion solely upon our examination of such laws and the rules and regulations
of the authorities administering such laws, all as reported in standard,
unofficial compilations. We have not obtained opinions of counsel licensed to
practice in jurisdictions other than the State of California.
Based on such examination, we are of the opinion that the additional
950,000 shares of Common Stock which may be issued under the Plan are duly
authorized shares and, when issued against receipt of the consideration therefor
in accordance with the provisions of the Plan, will be validly issued, fully
paid and nonassessable. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement referred to above and the use of our name
wherever it appears in said Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware Freidenrich, LLP
GRAY CARY WARE & FREIDENRICH, LLP
