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EXHIBIT 5.1
[Calfee, Halter & Griswold LLP Letterhead]
September 20, 2000
PECO II, Inc.
1376 State Route 598
Galion, Ohio 44833
We are familiar with the proceedings taken and proposed to be taken by
PECO II, Inc., an Ohio corporation (the "Company"), with respect to 1,000,000
Common Shares, without par value, of the Company (the "Common Shares"), to be
offered and sold from time to time pursuant to the PECO II, Inc. 2000 Employee
Stock Purchase Plan (the "Plan"). As counsel for the Company, we have assisted
in the preparation of a Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission to effect the registration of the Common Shares under the Securities
Act of 1933, as amended (the "Act").
In this connection, we have examined the Amended and Restated Articles
of Incorporation of the Company, the Amended and Restated Code of Regulations of
the Company, the Plan and such other documents and records as we have deemed
necessary for purposes of this opinion, and based thereon, we are of the opinion
that the Common Shares, when issued pursuant to the terms and conditions of the
Plan, will be duly authorized, validly issued, fully paid and nonassessable.
We are attorneys licensed to practice law in the State of Ohio. The
opinions expressed herein are limited solely to the laws of the State of Ohio.
We express no opinion under the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ CALFEE, HALTER & GRISWOLD LLP
