FULBRIGHT & JAWORSKI L.L.P. Exhibit 5
A Registered Limited Liability Partnership
666 Fifth Avenue
New York, New York 10103-3198
TELEPHONE: 212/318-3000 HOUSTON
FACSIMILE: 212/752-5958 WASHINGTON, D.C.
AUSTIN
SAN ANTONIO
WRITER'S DIRECT DIAL DALLAS
NEW YORK
LOS ANGELES
MINNEAPOLIS
LONDON
HONG KONG
August 11, 2000
Zygo Corporation
Laurel Brook Road
Middlefield, Connecticut 06455-0448
Dear Sirs:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement"), filed by Zygo Corporation (the "Company") on behalf of certain
selling stockholders (the "Selling Stockholders") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
2,303,934 shares of the Company's common stock, $.10 par value (the "Shares").
As counsel for the Company, we have examined such corporate records,
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion the Shares are legally issued, fully
paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and the reference to this firm under the caption "Legal Matters" in
the prospectus contained therein and elsewhere in the Registration Statement and
prospectus. This consent is not to be construed as an admission that we are a
party whose consent is required to be filed with the Registration Statement
under the provisions of the Securities Act of 1933, as amended.
Very truly yours,
/s/ FULBRIGHT & JAWORSKI L.L.P.
-------------------------------
