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[STIBBE SIMONT MONAHAN DUHOT LETTERHEAD]
ASM International N.V.
Jan van Eycklaan 10
3723 BC Bilthoven
The Netherlands
6 September 2000
FORM F-3 REGISTRATION STATEMENT
Gentlemen,
We are providing this opinion in connection with the Registration
Statement on Form F-3 filed on 31 August 2000 (the "Registration Statement") by
ASM International N.V., a public limited liability company organized under the
laws of the Netherlands (the Company"), with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, relating to the
issuance and sale of up to 5,463,414 shares of the Company's Common Shares, NLG
0.01 par value per share (the "Shares"), by the Company.
We have examined (i) the Registration Statement; (ii) the Company's
Articles of Association, as amended to date and (iii) originals, or copies
certified or otherwise identified to our satisfaction, of such documents, and
such corporate and other records and proceedings of the Company, and made such
other investigation and inquiries of public officials and officers of the
Company, as we deem necessary in order to render this opinion.
This opinion, which is limited to matters of Netherlands law is given
on the basis that it is to be governed by and construed in accordance with
Netherlands law.
Based on the foregoing, we are of the opinion that:
1. The Company is a public limited liability company validly existing
under the laws of the Netherlands.
2. The Shares covered by the Registration Statement, to be sold by the
Company pursuant to the Equity Line Financing Agreement dated July 6, 2000
between the Company and Canadian Imperial Holdings, Inc. (the "Equity
Agreement"), when
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STIBBE SIMONT MONAHAN DUHOT
issued and delivered by the Company against payment therefor in accordance with
the Equity Agreement, assuming that at such time the corporate proceedings
relating to the issuance of the Shares will have been duly completed, will be
legally issued, fully paid and non-assessable.
The opinions expressed above are subject to the following
qualifications:
(a) If the Company, pursuant to the Equity Agreement, in the event a
Company put Notice (as defined in the Equity Agreement) is delivered or an
Investor Call Notice (as defined in the Equity Agreement) is delivered, will be
required to issue Common Stock (as defined in the Equity Agreement) it will have
to comply with the Rules and Regulations (fondsenreglement) of the AEX Stock
Exchange, which may include an obligation for the Company to publish a
prospectus.
(b) According to the Company's articles of association, the authorized
capital of the Company consists of 60.000.000 shares of Common Stock. If the
Shares covered by the Registration Agreement to be issued, when aggregated with
the shares already issued exceed 60.000.000, an amendment of the articles of
association of the Company is required which requires a resolution of the
shareholders meeting.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm appearing under the
caption "Legal Matters" in the Prospectus constituting part of the Registration
Statement, provided, however, that by so consenting, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission.
Yours truly,
/s/ J. Willeumier /s/ J.J.J. van Lanschot
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J. Willeumier J.J.J. van Lanschot
