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EXHIBIT 5.1
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August 30, 2000
Vicor Corporation
23 Frontage Road
Andover, Massachusetts 01810
Re: VICOR CORPORATION -
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant to
the Securities Act of 1933, as amended (the "Act"), of 2,000,000 shares (the
"Shares") of common stock, par value $.01 per share (the "Common Stock"), of
Vicor Corporation (the "Company") which may be issued pursuant to the Vicor
Corporation 2000 Stock Option and Incentive Plan (the "Plan").
We have acted as counsel to the Company in connection with the registration
of the sale of the Shares under the Act. We have examined the Plan, the Restated
Certificate of Incorporation and the Amended and Restated By-laws of the
Company; such records of the corporate proceedings of the Company as we deemed
material; and such other certificates, receipts, records and documents as we
considered necessary for the purposes of this opinion.
We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America and The Commonwealth of Massachusetts and
the general corporation laws of the State of Delaware.
Based upon the foregoing, we are of the opinion that upon the issuance and
delivery of the Shares, and the receipt of full consideration therefor, in
accordance with the terms of the Registration Statement and the Plan, the Shares
will be legally issued, fully paid and non-assessable shares of the Company's
Common Stock.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Act and applicable requirements of state laws regulating
the offer and sale of securities.
We hereby consent to the filing of this opinion as part of the
above-referenced Registration Statement and to the use of our name therein.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
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