EXHIBIT 5
PILLSBURY WINTHROP LLP
2550 HANOVER STREET
PALO ALTO, CA 94304
January 17, 2001
Drexler Technology Corporation
1077 Independence Avenue
Mountain View, CA 94043-1601
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Drexler Technology Corporation, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, relating to
100,000 shares of the Company's Common Stock (the "Shares") issuable to the
Company's Employee Stock Purchase Plan (the "Plan"), it is our opinion that the
Shares have been duly authorized and, when issued and sold in accordance with
the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ PILLSBURY WINTHROP LLP