Exhibit 5.1
August 25, 2000
(949) 451-3800 C19142-00001
SMTEK International, Inc.
2151 Anchor Court
Thousand Oaks, California 91320
Re: Registration Statement on Form S-8 Pursuant to General Instruction E
for an Aggregate 360,000 Shares of Common Stock under the SMTEK
International, Inc. Amended and Restated 1996 Stock Incentive Plan
Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by SMTEK International, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act") of an additional 250,000 shares of
common stock of the Company, par value $.01 per share ("Common Stock"),
which may be issued under the SMTEK International, Inc. Amended and Restated
1996 Stock Incentive Plan (the "Plan"), permitting an aggregate of 360,000
shares of Common Stock that may be issued under the Plan.
For purposes of rendering this opinion, we have made such legal and
factual examinations as we have deemed necessary under the circumstances
and, as part of such examination, we have examined, among other things,
originals and copies, certified or otherwise identified to our satisfaction,
of such documents, corporate records and other instruments as we have deemed
necessary or appropriate. For the purposes of such examination, we have
assumed the genuineness of all signatures on original documents and the
conformity to original documents of all copies submitted to us.
On the basis of and in reliance upon the foregoing, we are of the
opinion that, assuming the Registration Statement shall have become
effective pursuant to the provisions of the Securities Act, the Common
Stock, when issued in accordance with the provisions of the Plan, will be
validly issued, fully paid and non-assessable, subject, as to enforcement,
to (i) bankruptcy, reorganization, insolvency, moratorium and other similar
laws and court decisions of general application, including without
limitation, statutory or other laws regarding fraudulent or preferential
transfers, relating to, limiting or affecting the enforcement of creditor's
rights generally, and (ii) the effect of general principles of equity upon
the specific enforceability of any of the remedies, covenants or other
provisions of the Plan and upon the availability of injunctive relief or
other equitable remedies and the application of principles or equity
(regardless of whether enforcement is considered in proceedings at law or in
equity) as such principles relate to, limit or affect the enforcement of
creditors rights generally.
We hereby consent to the filing of this opinion as an exhibit of the
Registration Statement. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Act.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
MWS/RLS
