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EXHIBIT 5.1
January 19, 2001
Novellus Systems, Inc.
4000 North First Street
San Jose, CA 95134
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
Novellus Systems, Inc., a California corporation (the "Company"), with the
Securities and Exchange Commission on January 19, 2001 (the "Registration
Statement"), relating to the registration under the Securities Act of 1933, as
amended, of 5,805,000 shares of Common Stock, no par value, of the Company (the
"Stock") for issuance pursuant to options granted or to be granted under the
Company's Amended and Restated 1992 Stock Option Plan. As counsel to the
Company, we have examined the proceedings taken by the Company in connection
with the registration of the Stock.
It is our opinion that the Stock, when issued and sold in the manner
described in the Registration Statement and the related Prospectus, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any amendments thereto.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
