FORM OF OPINION
September 19, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Amtech Systems, Inc.
1998 Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Amtech Systems, Inc., an Arizona corporation
(the "Company"), in connection with its Registration Statement on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933, as amended,
relating to the registration of 50,000 shares of its Common Stock, $.01 par
value (the "Shares"), issuable pursuant to the Company's 1998 Stock Option Plan
(the "Plan").
In that connection, we have examined minutes of a meeting of the Company's
Board of Directors held on January 28, 1998 at which the Shares were authorized
for issuance under the Plan. We have further examined such documents, corporate
records and other instruments as we have deemed necessary or appropriate for
purposes of this opinion, including the Certificate of Incorporation and the
Bylaws of the Company, including all amendments thereto. For purposes of our
opinion, we have assumed the availability of a sufficient number of authorized
and unissued shares at the time of such issuance.
Based upon the foregoing, we are of the opinion that the Shares, when
issued and sold in accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SQUIRE, SANDERS & DEMPSEY L.L.P.
