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Exhibit 5
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June 6, 2000
Cytyc Corporation
85 Swanson Road
Boxborough, MA 01719
Re: Registration Statement on Form S-8 Relating to the
1995 Stock Plan (the "1995 Plan") of Cytyc Corporation (the "Company")
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Dear Sir or Madam:
Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed by the Company on June 6, 2000 with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to an aggregate of an additional 871,332 shares of Common Stock,
$.01 par value per share, of the Company issuable pursuant to the Plan (the
"Shares").
We have examined, are familiar with, and have relied as to factual matters
solely upon, copies of the Plan, as amended, the Third Amended and Restated
Certificate of Incorporation, as amended, and the By-Laws of the Company, as
amended, the minute books and stock records of the Company and originals of such
other documents, certificates and proceedings as we have deemed necessary for
the purpose of rendering this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the Plan according to the terms of any option or purchase right granted
thereunder and duly authorized by the Company's Board of Directors or
Compensation Committee and/or any related agreements with the Company, the
Shares will be 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 the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
