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EXHIBIT 5.1
[LETTERHEAD OF ORRICK, HERRINGTON & SUTCLIFFE LLP]
August 11, 2000
Conductus, Inc.
969 West Maude Avenue
Sunnyvale, California 94086
Re: Conductus, Inc. (the "Company")
Registration Statement on Form S-8 for
2,200,000 Shares of Common Stock
Ladies and Gentlemen:
Conductus, Inc., a Delaware corporation, has requested our
opinion in connection with a Registration Statement on Form S-8 (the
"Registration Statement") to be filed by it today with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), relating to the 2,200,000 additional shares of Common
Stock, $.0001 par value, of Conductus, Inc. to be issued under the Conductus,
Inc. 1992 Stock Option/Stock Issuance Plan and 1994 Employee Stock Purchase Plan
(the "Plans").
We have examined and are relying on originals, or copies
certified or otherwise identified to our satisfaction, of such corporate records
and such other instruments, certificates and representations of public
officials, officers and representatives of Conductus, Inc. and such other
persons, and we have made such investigations of law, as we have deemed
appropriate as a basis for the opinion expressed below.
Based on the foregoing, it is our opinion that the 2,200,000
additional shares of Conductus, Inc. issuable under the Plans are duly
authorized and, when issued in accordance with the terms of the Plans, at prices
in excess of the par value thereof, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. By giving such consent, we do not thereby admit
that we are experts with respect to any part of the Registration Statement,
including this exhibit, within the meaning of the term "expert" as used in the
Act or the rules and regulations of the Commission issued thereunder.
Very truly yours,
/s/ ORRICK HERRINGTON & SUTCLIFFE LLP
ORRICK HERRINGTON & SUTCLIFFE LLP
