Exhibit 5.1
___________________
To the Board of Directors of
Maxwell Technologies, Inc.
Re: Form S-8 Registration Statement covering
1995 Stock Option Plan; Listing of Underlying Shares
Gentlemen:
This opinion is rendered to you in connection with the
registration under the Securities Act of 1933, as amended (the "Act"),
and the listing for trading on the NASDAQ national market system, of
75,000 shares of the Company's $.10 par value Common Stock
("Common Stock") authorized for issuance upon the exercise of options
granted under the Maxwell Technologies, Inc. 1999 Director Stock
Option Plan (the "Plan").
In rendering this opinion, I have examined and relied upon,
among other things, originals or copies, identified to my satisfaction as
being true copies, of the following: Restated Certificate of Incorporation
of the Company, as amended to date; Bylaws of the Company, as
amended to date; and corporate records and other instruments and
documents as were deemed necessary or appropriate for purposes of
this opinion. As to questions of fact material to this opinion, I have,
when the relevant facts were not independently established by me,
relied upon the documents I have examined or upon certificates of
officers of the Company. In my examination of the documents referred
to above, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals and the
conformity with the originals of all documents submitted to me as
copies.
I have investigated such questions of law for the purpose of
rendering this opinion as I have deemed necessary. I am an attorney
duly admitted and qualified to practice in the State of California and I
express no opinion as to the laws of any other jurisdiction except
Delaware corporate law and United States federal law.
On the basis of the foregoing, and in reliance thereon, I am of
the opinion that the 75,000 shares of Common Stock reserved for
issuance under the Plan have been duly and validly authorized for
issuance, and said shares, upon issuance pursuant to the provisions of
the Plan, including receipt of the required consideration, will be validly
issued, fully paid and nonassessable.
I hereby consent to the inclusion of this opinion as an Exhibit to
the Form S-8 Registration Statement covering the shares of Common
Stock issuable pursuant to the terms of the Plan.
This opinion is intended solely for your use in connection with
the registration under the Act of shares under the Plan and the listing of
such shares with appropriate stock trading organizations, and this
opinion may not be relied upon by any other party or for any other
purposes.
Very truly yours,
/s/ Donald M. Roberts
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Donald M. Roberts
Vice President, Secretary
& General Counsel
