July 24, 2000
Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, Colorado 80921
Re: Ramtron International Corporation -
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as securities counsel for Ramtron International Corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-3 (the "Registration Statement"), under the Securities Act of 1933, as
amended (the "Securities Act"), being filed with the Securities and Exchange
Commission (the "Commission") on July 24, 2000, in connection with the
registration of 1,569,623 shares of the Company's common stock, par value $0.01
per share (the "Common Stock"), which shares are to be offered and sold from
time to time by certain stockholders of the Company (the "Selling Security
Holders"). Included in the 1,569,623 shares of Common Stock being registered
pursuant to the Registration Statement are the following securities:
(i) 952,380 shares of Common Stock issued to William Michael Mushkin and
Elizabeth Loring Crane pursuant to an Agreement and Plan of Merger dated
May 11, 2000 (the "Mushkin Shares"); (ii) 25,000 shares of Common Stock which
are issuable upon the exercise of certain warrants exercisable for $17.00 per
share issued to Jan-Charles Fine pursuant to a services agreement dated as of
January 15, 2000 between the Company and Pro-Tem Partners, Inc.; (iii) 372,243
shares of Common Stock which are issuable upon the exercise of certain warrants
exercisable for $5.00 per share held by NTC Liquidating Trust, which warrants
were issued in connection with the Company's 1995 debt conversion agreement, as
amended in December 1999, with NTC Liquidating Trust's predecessor in interest;
and (iv) 220,000 shares of Common Stock which are issuable upon the exercise of
certain warrants exercisable for $5.00 per share held by JEB Investments, Ltd.
and JEB Partners, L.P., which warrants were transferred to such Selling
Securitiy Holders by NTC Liquidating Trust pursuant to an agreement dated
February 11, 2000. Collectively the warrants referred to in clauses (ii),
(iii) and (iv) above are referred to as the "Warrants" and shares of Common
Stock issuable upon exercise of the Warrants are referred to as the "Warrant
Shares."
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In connection with the preparation of the Registration Statement we have made
certain legal and factual examinations and inquiries and examined, among other
things, such documents, instruments, records, agreements, certificates and
matters as we have considered appropriate and necessary to render this opinion.
We have assumed for the purpose of this opinion the authenticity of all
documents submitted to us as originals and the conformity with the originals of
all documents submitted to us as copies, and the genuineness of all signatures
thereon. As to various questions of fact material to this opinion, we have,
when relevant facts were not independently established, relied, to the extent
deemed proper by us, upon certificates and statements of officers and
representatives of the Company.
Based on the foregoing and in reliance thereon, it is our opinion that the
Shares and the Warrant Shares have been duly authorized and the Shares have
been, and when the Warrant Shares are issued upon exercise of the Warrants in
accordance with the certificates evidencing such Warrants, the Warrant Shares
will be, validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the Delaware General Corporation
Law (together with the applicable provisions of the Constitution of the State
of Delaware), the Federal laws of the United States of America, and the
judicial decisions interpreting the same. Our opinion is rendered only with
respect to the laws, and the rules, regulations, orders and reported decisions
under them, that are currently in effect.
We hereby consent to the inclusion of our opinion as Exhibit 5.1 to the
Registration Statement and further consent to the references to this firm in
the Registration Statement. In giving this consent, we do not hereby admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Act, or the rules and regulations of the Commission
thereunder.
Very truly yours,
/S/ Coudert Brothers
COUDERT BROTHERS
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