<PAGE>
EXHIBIT 5.1
STOEL RIVES LLP
600 University Street
Suite 3600
Seattle, Washington 98101-3197
August 28, 2000
Board of Directors
Pacific Aerospace & Electronics, Inc.
430 Olds Station Road, Third Floor
Wenatchee, Washington 98801
Ladies and Gentlemen:
We have acted as counsel for Pacific Aerospace & Electronics, Inc. (the
"Company"), in connection with the filing of a Registration Statement on Form S-
3 (the "Registration Statement") under the Securities Act of 1933, covering an
aggregate of 5,279,150 shares of common stock, no par value, of the Company (the
"Shares"). We have reviewed the corporate action of the Company in connection
with this matter and have examined such documents, corporate records and other
instruments as we have deemed necessary for the purposes of this opinion.
Based upon the foregoing, it is our opinion that the Shares are duly
authorized and, when issued and sold, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STOEL RIVES LLP
