EXHIBIT 5.1
January 4, 2001
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 950,000 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. 1995 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 950,000 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.
<PAGE>
To The Board of Directors of
Maxwell Technologies, Inc.
Page 2
January 4, 2001
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
