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EXHIBIT 5.1
October 19, 2000
Cymer, Inc.
16750 Via Del Campo Court
San Diego, CA 92127
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about October 19, 2000
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 2,150,000 shares of the Registrant's
Common Stock (the "Shares"), which includes: (i) 1,650,000 additional shares of
the Registrant's Common Stock reserved for issuance under the Cymer, Inc. 1996
Stock Option Plan (the "1996 Plan") and (ii) 500,000 shares of the Registrant's
Common Stock reserved for issuance under the Cymer, Inc. 2000 Nonstatutory Stock
Option Plan (the "2000 Plan") (the 1996 Plan and the 2000 Plan are collectively
referred to herein as the "Plans"). As your legal counsel, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with said issuance and sale of the Shares pursuant to the
Plans.
It is our opinion that, upon completion of the proceedings being taken
or contemplated by us to be taken prior to the issuance and sale of the Shares
pursuant to the Plans, and upon completion of the proceedings being taken in
order to permit such transaction to be carried out in accordance with the
securities laws of the various states where required, the Shares, when issued
and sold in the manner referred to in the Plans and the Registration Statement,
will be legally and validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
