Exhibit 5.1
November 21, 2000
Anaren Microwave, Inc.
6635 Kirkville Road
East Syracuse, New York 13057
Ladies and Gentlemen:
We have acted as counsel to Anaren Microwave, Inc., a New York Corporation
(the "Company") in connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed on this date with the United States Securities
and Exchange Commission with respect to the Anaren Microwave, Inc. Incentive
Stock Option Plan for Key Employees (the "Plan").
In rendering this opinion, we have examined and relied upon originals or
copies, authenticated or certified to our satisfaction, of such corporate
records of the Company, communications or certifications of public officials,
communications with or certificates of officers, directors and representatives
of the Company, and such other documents as we have deemed necessary to the
issuance of the opinion set forth herein. In making this examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
tendered to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.
Based upon the foregoing, it is our opinion that the shares of the
Company's Common Stock, par value $.01 per share registered pursuant to the
Registration Statement and offered by the Company pursuant to the Plan will be,
assuming that such shares are validly authorized at the time of issuance and
assuming that no change occurs in the applicable law or pertinent facts, when
issued in accordance with the Plan, legally issued, fully paid and
non-assessable.
We hereby consent to the use of this letter as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bond, Schoeneck & King, LLP
