[LETTERHEAD OF SQUIRE, SANDERS & DEMPSEY L.L.P.]
October 2, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Amtech Systems, Inc., a Nevada corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of 572,300 shares of the common
stock, $.01 par value, of Amtech, 129,300 of which may be issued upon exercise
of warrants issued July 1, 1997, and September 8, 2000.
We have examined all instruments, documents and records that we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based on such examination, we are of the opinion that the 572,300 shares of
common stock, 129,300 of which may be issued upon exercise of the warrants, are
duly authorized shares of Amtech's common stock, and, when issued against
receipt of the consideration therefore in accordance with the provisions of the
respective Warrant to Purchase Common Stock, seven of which are dated July 1,
1997, and fourteen of which were issued pursuant to the Stock and Warrant
Purchase Agreement dated as of September 8, 2000, will be validly issued, fully
paid and nonassessable. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement referred to above and the use of our name
wherever it appears in said Registration Statement.
Respectfully submitted,
/s/ Squire, Sanders & Dempsey L.L.P.
SQUIRE, SANDERS & DEMPSEY L.L.P.
