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EXHIBIT 5.1
STOEL RIVES LLP
600 University Street
Suite 3600
Seattle, Washington 98101-3197
October 13, 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, as amended (the "Registration Statement") under the Securities Act of
1933, covering an aggregate of 1,142,860 shares of common stock, $.001 par
value, issued by the Company (the "Issued Shares"), and 3,279,150 shares of
common stock, $.001 par value issuable by the Company (the "Remaining Shares")
pursuant to a Securities Purchase Agreement and certain warrants filed as
exhibits to the Registration Statement (the "Transaction Documents"). 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 Issued Shares are
duly authorized, legally issued, fully paid and nonassessable, and the Remaining
Shares are duly authorized, and when issued pursuant to the Transaction
Documents, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the prospectus contained therein.
Very truly yours,
STOEL RIVES LLP
