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[ORRICK, HERRINGTON & SUTCLIFFE LLP LETTERHEAD]
EXHIBIT 5.1
October 20, 2000
Conductus, Inc.
969 W. Maude Avenue
Sunnyvale, California 94086
RE: CONDUCTUS, INC.--REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the
Registration Statement on Form S-3 (the "Registration Statement") filed by
Conductus, Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission in connection with the registration pursuant to the
Securities Act of 1933, as amended (the "Act") of up to $70,000,000 aggregate
principal amount of Common Stock, $.0001 par value per share (the "Common
Stock"). The $70,000,000 aggregate principal amount of Common Stock is to be
sold from time to time as set forth in the Registration Statement, the
Prospectus contained therein (the "Prospectus") and the supplement to the
Prospectus (the "Prospectus Supplements").
We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy, and completeness of the information, representations, and warranties
contained in the records, documents, instruments, and certificates we have
reviewed.
Based on such examination, we are of the opinion that when the
Registration Statement becomes effective under the Act and the shares of Common
Stock have been issued and sold as described in the Registration Statement, the
Prospectus and the Prospectus Supplements, the shares of Common Stock will be
legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name wherever it
appears in said Registration Statement, including the Prospectus constituting a
part thereof, as originally filed or as subsequently amended or supplemented. In
giving such consent, we do not consider that we are "experts" within the meaning
of such term as used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission issued thereunder, with
respect to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
