[Letterhead of Gibson, Dunn & Crutcher LLP]
November 20, 2000
(415) 393-8200
Adept Technology, Inc.
150 Rose Orchard Way
San Jose, CA 95134
Re: Registration Statement on Form S-8 of Adept Technology, Inc.
Ladies and Gentlemen:
We refer to the registration statement on Form S-8 ("Registration
Statement"), under the Securities Act of 1933, as amended (the "Securities Act")
filed by Adept Technology, Inc., a California corporation (the "Company"), with
respect to the proposed offering by the Company of up to 2,400,000 shares (the
"Shares") of the common stock of the Company, no par value (the "Common Stock"),
under the 1998 Employee Stock Purchase Plan (the "Plan").
We have examined the originals or certified copies of such corporate
records, certificates of officers of the Company and/or public officials and
such other documents and have made such other factual and legal investigations
as we have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as conformed or
photostatic copies and the authenticity of the originals of such copies.
Based on our examination mentioned above, subject to the assumptions
stated above and relying on the statements of fact contained in the documents
that we have examined, we are of the opinion that (i) the issuance by the
Company of the Shares has been duly authorized and (ii) when issued in
accordance with the terms of the Plan, the Shares will be duly and validly
issued, fully paid and non-assessable.
We are admitted to practice in the State of California. This opinion
letter is limited to the laws of the State of California as such laws presently
exist and to the facts as they presently exist. We express no opinion with
respect to the effect or applicability of the laws of any other
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jurisdiction. We assume no obligation to revise or supplement this opinion
letter should the laws of such jurisdictions be changed after the date hereof by
legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
