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EXHIBIT 5.1
FOREHT LAST LANDAU MILLER & KATZ, LLP
November 3, 2000
Attorneys At Law
415 Madison Avenue
16th Floor
New York, New York 10017
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: AstroPower, Inc.
Registration Statement on Form S-3 filed November 3, 2000
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Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement"), filed by AstroPower, Inc., a Delaware Corporation (the "Company"),
with the Securities Exchange Commission (the "Commission") on November 3, 2000,
relating to the issuance by the Company of a maximum of 2,300,000 shares of
Common Stock, par value $.01 per share (the "Common Stock").
We have reviewed the Amended and Restated Certificate of Incorporation
and the Amendment thereto, the Amended and Restated By-Laws of the Company, and
records of certain of the Company's corporate proceedings as reflected in the
Company's minute books, and have examined such authorities and statutes as we
have deemed relevant to the opinion set forth hereinafter.
Based upon the foregoing, it is our opinion that:
(a) the maximum of 2,300,000 shares of Common Stock proposed to be
issued by the Company will, when issued pursuant to, and in the
manner contemplated by the Registration Statement, be legally
issued, fully paid and non-assessable in accordance with the laws of
the State of Delaware; and
(b) all of the Company's issued and outstanding shares of Common Stock
are legally issued, fully paid, and non-assessable in accordance
with the laws of the State of Delaware.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the prospectus which forms a part thereof.
Respectfully submitted,
FOREHT LAST LANDAU MILLER & KATZ, LLP
By: /s/ Peter Landau
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Peter Landau
