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
300,000 shares of the Company's Common Stock (the "Shares") issuable to the
Company's Stock Option 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
