EXHIBIT 5
August 30, 2000
Cognex Corporation
One Vision Drive
Natick, MA 01760
Ladies and Gentlemen:
We are general counsel to Cognex Corporation, a Massachusetts
corporation (the "Company"), and as such counsel we are familiar with the
corporate proceedings taken in connection with the adoption of the Cognex
Corporation 2000 Employee Stock Purchase Plan (collectively, the "Plan"). We are
also familiar with the registration statement on Form S-8 to which a copy of
this opinion will be attached as an exhibit.
As such counsel, we have examined the corporate records of the Company,
including the Restated Articles of Organization, By-laws, stock records, minutes
of meetings of its Board of Directors and stockholders and such other documents
as we have deemed necessary as a basis for the opinions herein expressed.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
1. The Company is duly organized and validly existing under the
laws of the Commonwealth of Massachusetts;
2. The Company has authorized the issuance of 140,000,000 shares of
common stock having a par value of $.002 per share and 400,000 shares of
preferred stock having a par value of $.01 per share.
3. The shares of common stock issuable pursuant to the Plan, when sold
in accordance with the terms thereof, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 and to the reference to us under the caption
"Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/Hutchins, Wheeler & Dittmar
HUTCHINS, WHEELER & DITTMAR
A Professional Corporation
