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EXHIBIT 5
September 26, 2000
Illinois Superconductor Corporation
451 Kingston Court
Mount Prospect, Illinois 60056
RE: Registration Statement on Form S-2
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Ladies and Gentlemen:
We have acted as counsel to Illinois Superconductor Corporation (the
"Company") in connection with the preparation of a Registration Statement on
Form S-2 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), which the Company is filing with the Securities and
Exchange Commission with respect to up to 71,768,868 shares of Common Stock,
par value $0.001 per share, which have been or may be issued in connection
with the conversion of certain convertible notes and/or exercise of certain
warrants issued to the selling stockholders named therein.
In connection with this opinion, we have examined and relied upon
originals or copies, certified or otherwise identified to our satisfaction,
of the following:
1. the Registration Statement;
2. the Certificate of Incorporation and the Certificates of Amendment
to the Certificate of Incorporation of the Company;
3. the By-Laws of the Company;
4. Resolutions duly adopted by the Board of Directors of the Company
relating to the Merger Agreement and the transactions contemplated therein;
5. Certificates of public officials, certificates of officers and
agents of the Company; and
6. such other documents and records of the Company and other documents
as we have deemed relevant and necessary for the purpose of this opinion.
In giving this opinion, we are assuming the authenticity of all
instruments presented to us as originals, the conformity with originals of
all instruments presented to us as copies and the genuineness of all
signatures.
Based on and subject to the foregoing, we are of the opinion that all
shares included in the Registration Statement have been duly authorized and
that such shares have been validly issued and are fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We do not, by giving such consent, admit that we are
within the category of persons whose consent is required under Section 7 of
the Act.
SONNENSCHEIN NATH & ROSENTHAL
