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EXHIBIT 5
CHOATE, HALL & STEWART
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
EXCHANGE PLACE
53 STATE STREET
BOSTON, MASSACHUSETTS 02109
TELEPHONE (617) 248-5000
FACSIMILE (617) 248-4000
TELEX 49615860
June 2, 2000
Southwall Technologies Inc.
1029 Corporation Way
Palo Alto, California 94303
Ladies and Gentlemen:
This opinion is delivered to you in connection with the registration
statement on Form S-8 (the "Registration Statement") to be filed on June 2,
2000 by Southwall Technologies, Inc. (the "Company") under the Securities Act
of 1933, as amended, for registration under said Act of 75,000 shares (the
"Additional Shares") of common stock, $.001 par value (the "Common Stock"),
of the Company.
We are familiar with the Company's Restated Certificate of
Incorporation, its Amended and Restated By-Laws, and its corporate minute
book, as well as the Registration Statement. We have also examined such
other documents, records and certificates and made such further investigation
as we have deemed necessary for the purposes of this opinion.
Based upon and subject to the foregoing, we are of the opinion that
the Additional Shares to be sold by the Company under its 1997 Employee Stock
Purchase Plan, as in effect on the date hereof, when issued against receipt
of the agreed purchase price therefor, will be legally issued, fully paid and
nonassessable.
We understand that this opinion is to be used in connection with the
Registration Statement and consent to the filing of this opinion as an
exhibit to the Registration Statement and to all references to this Firm
included therein.
Very truly yours,
CHOATE, HALL & STEWART
