Exhibit 5.1
FULBRIGHT & JAWORSKI L.L.P.
666 Fifth Avenue
New York, New York 10103
December 15, 2000
Zygo Corporation
Laurel Brook Road
Middlefield, Connecticut 06455
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of Zygo Corporation, a
Delaware corporation (the "Company"), relating to 500,000 shares of the
Company's Common Stock, $0.10 par value ("Common Stock") to be issued upon the
exercise of options granted pursuant to the Zygo Corporation Employee Stock
Purchase Plan and 1,500,000 shares of Common Stock to be issued upon the
exercise of options granted pursuant to the Amended and Restated Non-Qualified
Stock Option Plan (each, a "Plan").
As counsel to the Company, we have examined such corporate records, other
documents and such questions of law as we have deemed necessary or appropriate
for the purposes of this opinion and, upon the basis of such examinations,
advise you that in our opinion all necessary corporate proceedings by the
Company have been duly taken to authorize the issuance of the Common Stock
pursuant to the applicable Plan, and the shares of Common Stock being registered
pursuant to the Registration Statement, when issued and paid for in accordance
with the terms of the applicable Plan, will be duly authorized, validly issued,
fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the Act.
Very truly yours,
/s/ FULBRIGHT & JAWORSKI L.L.P.
