WOODBURN AND WEDGE
Attorneys and Counselors of Law
Sierra Plaza
6100 Neil Road, Suite 500
Reno, Nevada 89511-1149
Telephone (775) 688-3000
Facsimile (775) 688-3088
July 28, 2000
Cyanotech Corporation
73-4460 Queen Kaahumanu Hwy.
Suite 102
Kailua-Kona, Hawaii 96740
RE: Cyanotech Corporation
Registration Statement Form S-3
Ladies and Gentlemen:
We have acted as special Nevada counsel to Cyanotech Corporation, a Nevada
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of 833,333 shares of the Company's Common
Stock, $0.005 par value per share (the "Conversion Shares") issuable upon
conversion of $1,250,000 principal amount of 6% Convertible Subordinated
Debentures due April 30, 2002 (the "Debentures") and 83,334 shares of the
Company's Common Stock, $0.005 par value per share (the "Warrant Shares" and,
together with the Conversion Shares, the "Shares"), issuable upon exercise of
Warrants issued to the Placement Agent for the Debentures.
In connection with this opinion, we have examined the following documents:
A. The Debentures;
B. The Warrant;
C. Restated Articles of Incorporation of the Company, as amended to date,
on file with the Nevada Secretary of State;
D. Bylaws of the Company, as amended to date;
<PAGE>
Cyanotech Corporation
July 28, 2000
Page 2
E. Resolutions adopted by the Board of Directors of the Company
pertaining to the Shares; and
F. The Registration Statement on Form S-3 as filed today by the
Company with the Securities and Exchange Commission covering the Shares
(the "Registration Statement"), including the Prospectus (the "Prospectus")
constituting a part of such Registration Statement.
In addition, we have examined such other documents as we have deemed
necessary or appropriate as a basis for the opinions hereinafter expressed.
As to certain questions of fact, we have relied, without further
investigation, upon certificates of governmental authorities and of officers of
the Company. Additionally, we have assumed that the signatures on all documents
examined by us are genuine, that all documents submitted to us as originals are
authentic and that all documents submitted to us as copies or as facsimiles of
copies or originals, conform with the originals, which assumptions we have not
independently verified.
Based upon the foregoing and the examination of such legal authorities as
we have deemed relevant, and subject to the qualifications and further
assumptions set forth below, we are of the opinion that:
1. The Company is a duly incorporated and existing corporation under the
laws of the State of Nevada.
2. The Shares to which the Registration Statement and Prospectus relate
are duly authorized and, when issued upon conversion of the Debentures or
exercise of the warrants, as described in the Registration Statement and
Prospectus, will be validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the matters expressly set forth herein
and no opinion may be implied or inferred beyond the matters expressly stated.
We disclaim any obligation to update this letter for events occurring after the
date of this letter, or as a result of knowledge acquired by us after that date,
including changes in any of the statutory or decisional law after the date of
this letter. We are members of the bar of the State of Nevada. We express no
opinion as to the effect and application of any United States federal law, rule
or regulation or any securities or blue sky laws of any state, including the
State of Nevada. We are not opining on, and assume no responsibility as to, the
applicability to or the effect
<PAGE>
Cyanotech Corporation
July 28, 2000
Page 3
on any of the matters covered herein of the laws of any other jurisdiction,
other than the laws of Nevada as presently in effect.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name in the Prospectus
constituting a part of such Registration Statement under the heading "Legal
Matters." In giving such consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
WOODBURN AND WEDGE
By:/s/ Kirk S. Schumacher
-----------------------------
Kirk S. Schumacher
