ILLINOIS SUPERCONDUCTOR CORPORATION
S-8, EX-5.1, 2000-11-03
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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EXHIBIT 5.1

SONNENSCHEIN NATH & ROSENTHAL
8000 SEARS TOWER
CHICAGO, ILLINOIS 60606
TELEPHONE: (312) 876-8000    FACSIMILE: (312) 876-7934

November 3, 2000

Illinois Superconductor Corporation
451 Kingston Court
Mt. Prospect, Illinois 60056

Re:   Registration Statement on Form S-8

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-8 (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 59,644 shares of Common Stock, par value $0.001 per share, which may be issued pursuant to the SSI Replacement Nonqualified Stock Option Plan (the "Plan").

    In connection with this opinion, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the following:

    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 any shares that may be issued pursuant to the Plan have been duly authorized and that, upon the sale of such shares by the Company in accordance with the terms of the Plan (including the receipt of consideration therefor in accordance with the terms of the Plan) and the registration of such shares by its registrar and transfer agent, such shares will be validly issued, 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.

  Very truly yours,
 
 
 
/s/ SONNENSCHEIN NATH & ROSENTHAL





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