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EX-5.1
OPINION AND CONSENT OF GIBSON, DUNN & CRUTCHER LLP
[Letterhead of Gibson, Dunn & Crutcher LLP]
September 8, 2000
C35517-00001
Giga-tronics Incorporated
4650 Norris Canyon Road
San Ramon, CA 94583
Re: Statement on Form S-8 of Giga-tronics Incorporated
Ladies and Gentlemen:
We refer to the registration statement on Form S-8 ("Registration
Statement"), under the Securities Act of 1933, as amended (the "Securities
Act"), filed by Giga-tronics Incorporated, a California corporation (the
"Company"), with respect to the offering by the Company of up to 700,000 shares
(the "Shares") of common stock of the Company, no par value per share (the
"Common Stock"), pursuant to the Giga-tronics Incorporated 2000 Stock Option
Plan (the "Plan").
We have examined the originals or certified copies of such corporate
records, certificates of officers of the Company and/or public officials and
such other documents and have made such other factual and legal investigations
as we have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as conformed or
photostatic copies and the authenticity of the originals of such copies.
Based on our examination mentioned above, subject to the assumptions
stated above and relying on the statements of fact contained in the documents
that we have examined, we are of the opinion that (i) the issuance by the
Company of the Shares has been duly authorized and (ii) when issued in
accordance with the terms of the Plan, the Shares will be duly and validly
issued, fully paid and non-assessable shares of Common Stock.
This opinion is limited to California and United States federal law. We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act or the General Rules and Regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
