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EXHIBIT 5
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December 13, 2000
Intermagnetics General Corporation
450 Old Niskayuna Road
P.O. Box 461
Latham, N.Y. 12110-0461
Re: Registration Statement on Form S-8 Relating
to the Company's 1990 Stock Option Plan
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Dear Sir or Madam:
I am General Counsel for Intermagnetics General Corporation, a New York
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), relating to the offering of up to 521,503 shares (the
"Shares") of the Company's Common Stock, par value $.10 per share (the "Common
Stock"), to be issued pursuant to options granted or to be granted under the
Company's 1990 Stock Option Plan (the "1990 Plan").
I have examined originals or copies, certified or otherwise identified
to my satisfaction, of the Registration Statement, the 1990 Plan and such other
documents, corporate records, and other instruments as I have deemed necessary
or advisable for purposes of the opinion set forth below. I have assumed the
genuineness of the signatures on all documents examined by me, the authenticity
of all documents submitted to me as originals, and the conformity to all
corresponding originals of all documents submitted to me as copies.
Based on the foregoing, it is my opinion that, except as otherwise
provided in Section 630 of the New York Business Corporation Law ("NYBCL"), the
Shares of the Company's Common Stock to be issued upon exercise of options
granted or to be granted in accordance with the terms of the 1990 Plan will be,
when issued in accordance with the terms of such options for a price not less
than the par value thereof, validly issued, fully paid and nonassessable shares
of the Common Stock of the Company under the laws of the State of New York
(assuming that, at the time of such issuance, the Company has a sufficient
number of authorized and unissued shares or treasury shares available for such
issuance).
The foregoing opinion is limited to NYBCL.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such opinion, I do not thereby admit that I am
acting within the category of persons whose consent is required under Section 7
of the Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Katherine M. Sheehan
Katherine M. Sheehan
General Counsel
