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EXHIBIT 5
OPINION OF BROBECK, PHLEGER & HARRISON LLP
June 2, 2000
Credence Systems Corporation
215 Fourier Avenue
Fremont, CA 94539
Re: Credence Systems Corporation Registration Statement on
Form S-8 for an aggregate of 174,678 Shares of Common
Stock
Ladies and Gentlemen:
We have acted as counsel to Credence Systems Corporation, a
Delaware corporation (the "Company"), in connection with the registration on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, of 174,678 shares of the Company's common stock ("Common Stock")
issuable in the aggregate under the TMT, Inc. 1996 Stock Option Plan (the
"Plan"). The Plan, together with the outstanding options under the Plan, has
been assumed by the Company in connection with the Company's acquisition of TMT,
Inc. pursuant to an Agreement and Plan of Reorganization dated May 12, 2000 (the
"Plan of Reorganization").
This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents, the Plan
of Reorganization and the corporate proceedings taken by the Company in
connection with the assumption of the Plan and the outstanding options
thereunder. Based on such review, we are of the opinion that if, as and when
the shares of Common Stock are issued and sold (and the consideration therefor
received) pursuant to the provisions of the option agreements duly authorized
under the Plan and in accordance with the Registration Statement, such shares
will be duly authorized, legally issued, fully paid and non-assessable.
We consent to the filing of this opinion letter as
Exhibit 5.1 to the Registration Statement.
This opinion letter is rendered as of the date first
written above and we disclaim any obligation to advise you of facts,
circumstances, events or developments which hereafter may be brought to our
attention and which may alter, affect or modify the opinion expressed herein.
Our opinion is expressly limited to the matters set forth above and we render no
opinion, whether by implication or otherwise, as to any other matters relating
to the Company, the Plan or the Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
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BROBECK, PHLEGER & HARRISON LLP
