Exhibit 5
WEIL, GOTSHAL & MANGES LLP
A LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
767 FIFTH AVENUE
NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
January 8, 2001
CopyTele, Inc.
900 Walt Whitman Road
Melville, New York 11747
Ladies and Gentlemen:
We have acted as counsel to CopyTele, Inc. (the "Corporation") in
connection with the preparation of the Registration Statement on Form S-8 (the
"Registration Statement") filed by the Corporation with the Securities and
Exchange Commission on the date hereof with respect to 5,000,000 shares of
Common Stock, par value $.01 per share (the "Common Stock"), of the Corporation
being registered in connection with the CopyTele, Inc. 2000 Share Incentive Plan
(the "Plan").
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Registration Statement, the Plan and such
corporate records, agreements, documents and other instruments and such
certificates or comparable documents of public officials and of officers and
representatives of the Corporation, and have made such inquiries of such
officers and representatives, as we have deemed relevant and necessary as a
basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Corporation.
Based upon the foregoing, and subject to the qualifications stated herein,
we are of the opinion that the 5,000,000 shares of Common Stock being registered
pursuant to the Registration Statement have been duly authorized and, when
issued and delivered upon receipt
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by the Corporation of consideration constituting lawful consideration under
Delaware law in accordance with the Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of a copy of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement
and to any and all references to our firm in the Prospectus which is a part of
the Registration Statement.
Very truly yours,
/S/ WEIL, GOTSHAL & MANGES LLP
