Exhibit 5.1
July 5, 2000
Nanometrics Incorporated
310 DeGuigne Drive
Sunnyvale, California 94086
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about July 6, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 150,000 shares of your Common Stock
reserved for issuance under your Employee Stock Purchase Plan (the "ESPP"),
1,250,000 shares of your Common Stock reserved for issuance under your 2000
Employee Stock Option Plan (the "Employee Stock Option Plan") and 250,000 shares
of your Common Stock reserved for issuance under your 2000 Director Stock Option
Plan (the "Director Stock Option Plan"). As your legal counsel, we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
in connection with the issuance and sale of such shares of your Common Stock to
be issued under the ESPP, the Employee Stock Option Plan, and the Director Stock
Option Plan.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken by you prior to the issuance of
such shares of your Common Stock pursuant to the Registration Statement, the
ESPP, the Employee Stock Option Plan, and the Director Stock Option Plan and
upon completion of the actions being taken in order to permit such transactions
to be carried out in accordance with the securities laws of the various states
where required, such shares of your Common Stock will be legally and validly
issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
