EXHIBIT 5.1
December 15, 2000
Board of Directors
Simtek Corporation
1465 Kelly Johnson Blvd. #301
Colorado Springs, CO 80920
Dear Gentlemen:
Reference is made to the registration statement on Form SB-2 to be filed with
the Securities and Exchange Commission (the "Commission") on or about December
15, 2000 (the "Registration Statement") by Simtek Corporation, a Colorado
corporation (the "Company"), for the purpose of registering under the Securities
Act of 1933, as amended (the "Act"), 5,150,000 shares ("Shares") of its Common
Stock, par value $0.01 per share (the "Common Stock"). The Shares are being
offered for resale by five of the Company's shareholders.
As counsel for the Company, we have examined such documents and reviewed such
questions of law as we have considered necessary or appropriate for the purpose
of this opinion. Based on the foregoing, we are of the opinion that the Shares
are legally issued, fully paid and non-assessable.
We consent to the filing of this opinion with the Commission as an exhibit to
the Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act or under the rules and regulations of the Commission.
We do not express an opinion on any matters other than those expressly set forth
in this letter.
Sincerely,
Holme Roberts & Owen LLP
By: /s/ Garth B. Jensen
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Garth B. Jensen, Partner
