Exhibit 5.1
July 31, 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 restricted stock
grant agreement of Gerald A. Holmes (the "Agreement").
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 Agreement 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 Agreement, 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
